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Home My WebLink AboutAgenda Packet City Council - 04/14/2020City Council City of Corpus Christi Meeting Agenda - Final-revised 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Council Chambers11:30 AMTuesday, April 14, 2020 Addendums may be added on Friday. A.Mayor Joe McComb to call the meeting to order. B.Invocation to be given by Mayor Joe McComb. C.Pledge of Allegiance to the Flag of the United States and to the Texas Flag. D.City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E.CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS: a.GOVERNMENT ACTIONS RELATED TO CORONA VIRUS F.PUBLIC COMMENT - AUDIENCE AND PRESENTER SOCIAL DISTANCING AND PUBLIC TESTIMONY AND PUBLIC HEARING INPUT AT PUBLIC MEETINGS OF THE CITY COUNCIL. To reduce the chance of COVID-19 transmission, public meetings will be held in a manner intended to separate, to the maximum practical extent, audience and presenters from personal contact with members of Community, City Staff, and City Council. This meeting will be broadcast at cctexas.com/services/council meeting-agendas-minutes-video. Public testimony and public hearing input for Public Comment and all items on the agenda at public meetings of the City Council should be provided in written format and presented to the City Secretary and/or designee no later than five minutes after the start of each meeting of the City Council. Testimony and/or public input shall be in accordance with the City Secretary’s instructions, which shall be posted on the City Secretary’s door and on the City website, and allow for electronic submission. The written public testimony shall be provided to members of City Council prior to voting on measures for that meeting. Written testimony shall be limited in accordance with the City Secretary requirements and shall be placed into the record of each meeting. This testimony shall serve as the required public testimony pursuant to Texas Government Code 551.007 and shall constitute a public hearing for purposes of any public hearing requirement under law. The meeting may be held telephonically or via videoconference. The public may participate remotely by following the instructions of the City Secretary at cctexas.com/departments/city-secretary. Page 1 City of Corpus Christi Printed on 4/13/2020 April 14, 2020City Council Meeting Agenda - Final-revised G.MINUTES: 1.20-0481 Regular Meeting of March 31, 2020 and Special Meeting of April 7, 2020. H.BOARD & COMMITTEE APPOINTMENTS: (NONE) I.EXPLANATION OF COUNCIL ACTION: J.CONSENT AGENDA: (ITEMS 2 - 16) Consent - Second Reading Ordinances 2.20-0271 Ordinance authorizing a purchase of ten fiberglass lifeguard stands from Industrial Design Research, Inc. for a total amount of $281,050.00 for Parks and Recreation to be used for the City's Bay and Gulf Beaches and funded by the State Hotel Occupancy Tax Fund; appropriating $281,050.00 from the State Hotel Occupancy Tax Fund; and amending the budget to increase expenditures. Sponsors:Parks and Recreation Department and Contracts and Procurement Consent - Contracts and Procurement 3.20-0237 Motion authorizing a one-year service agreement with Signature Science, LLC in an amount not to exceed $93,015.00 for DNA analysis of sexual assault kits for the Corpus Christi Police Department, with FY 2020 funding in the amount of $38,756.25 available in the General Fund. Sponsors:Police Department and Contracts and Procurement 4.20-0353 Motion authorizing the purchase of 27 replacement police vehicles from GoodBuy Purchasing Cooperative of Corpus Christi, Texas for a total amount of $979,205.00 to maintain continuity of operations with FY 2020 funding available from the Fleet Maintenance Service Fund in the amount of $872,301.50 and the Crime Control Fund in the amount of $106,903.50. Sponsors:Asset Management Department, Police Department and Contracts and Procurement 5.20-0274 Motion authorizing three, one-year supply agreements for a combined total amount not to exceed $135,284.50 for the purchase of bulk oil, with an agreement with each of the following vendors: Arguindegui Oil Co. II, Ltd. in an amount of $68,355.00; Sun Coast Resources, Inc. in an amount of $48,180.00; and HJDJ American Lube Supply, Inc in an amount of $18,749.50 effective upon issuance of notice to proceed, with FY 2020 funding in an amount of $56,368.54 available through the Fleet Maintenance Services Fund. Sponsors:Asset Management Department and Contracts and Procurement Page 2 City of Corpus Christi Printed on 4/13/2020 April 14, 2020City Council Meeting Agenda - Final-revised 6.20-0349 Motion authorizing two, three-year service agreements with Allison Trans Tech, LLC. as the primary in an amount not to exceed $186,000.00; and , Rittgers’ Services, Inc. dba Greatstate Transmissions as the secondary in an amount not to exceed $124,000.00, for a combined amount not to exceed $310,000.00, for off-site transmission repairs for vehicles over 14,000 lbs. gross vehicle weight rating (GVWR), upon issuance of notice to proceed, with FY 2020 funding in the amount of $51,666.67 through the Fleet Maintenance Service Fund. Sponsors:Asset Management Department and Contracts and Procurement 7.20-0329 Motion authorizing a five-year service agreement with Ranger Fire Inc. in an amount not to exceed $155,345.00 for Fire System Inspection and Monitoring for the Corpus Christi International Airport (CCIA), effective upon issuance of notice to proceed, with FY 2020 funding in an amount of $11,650.00 available through the Airport Fund and $3,884.00 available through the Airport Customer Facility Charge Fund. Sponsors:Aviation Department and Contracts and Procurement 8.20-0239 Motion authorizing a five-year service agreement with Petroleum Solutions, Inc. of Edinburg, Texas for a total amount not to exceed $324,420.00 for fuel system inspection, maintenance, and repair services for the Corpus Christi International Airport, effective upon issuance of notice to proceed, with funding in the amount of $14,865.00 available through the FY 2020 Airport Fund and $17,577.00 available through the FY 2020 Airport Customer Facility Charge Fund. Sponsors:Aviation Department and Contracts and Procurement 9.20-0328 Motion authorizing a two-year supply agreement with Broen, Inc. in an amount not to exceed $241,594.80 to purchase Broen gas valves that will be stocked in the warehouse for use by the Gas Operations Department, effective upon issuance of notice to proceed, with FY 2020 funding in the amount of $50,332.00 available in the Stores Fund. Sponsors:Contracts and Procurement and Gas Department 10.20-0372 Motion authorizing a three-year supply agreement with Core & Main, LP in an amount not to exceed $205,333.80 for the purchase of service saddle taps for underground water supply pipes, effective upon issuance of notice to proceed, with FY 2020 funds in an amount of $28,520.00 available in the Stores Fund. Sponsors:Contracts and Procurement and Utilities Department 11.20-0424 Motion authorizing a three-year license and maintenance agreement with Flycast Partners, Inc. for the amount of $218,188.54 for the purchase renewal of Ivanti cloud-based Service Desk subscription licenses and support maintenance to be used by Information Technology Department for Help Desk services, asset management and reporting, effective upon issuance of a notice to proceed, with FY 2020 funding in the amount of Page 3 City of Corpus Christi Printed on 4/13/2020 April 14, 2020City Council Meeting Agenda - Final-revised $120,137.32 available through the Info Tech Fund. Sponsors:Information Technology Services and Contracts and Procurement 12.20-0064 Motion authorizing a six-month service agreement with PlayCore Wisconsin, Inc. dba GameTime in an amount not to exceed $739,150.85 for the installation of 14 playground units, effective upon issuance of notice to proceed, with FY 2020 funding in the amount of $739,150.85 available through the Community Enrichment Fund. Sponsors:Parks and Recreation Department and Contracts and Procurement 13.20-0367 Motion authorizing the purchase and installation of a truck scale at J.C Elliott Transfer Station from A-1 Scale Service, Inc., in an amount of $71,963.00, and a five-year service agreement for inspection, maintenance and calibration of the scale in an amount of $4,500.00, for a combined amount not to exceed $76,463.00, effective upon issuance of notice to proceed, with FY 2020 funding in an amount of $72,863.00 available through the General Fund. Sponsors:Solid Waste Operations and Contracts and Procurement Consent - Capital Projects 14.20-0118 Motion awarding a contract to Highway Barricades and Services, LLC, in an amount not to exceed $300,000 for year one with up to two additional one-year option periods, for a total amount not to exceed $900,000 for the Pavement Markings Indefinite Delivery Iindefinite Quantity (IDIQ) for street striping to include concrete streets with funding available from the FY 2020 Streets Fund. Sponsors:Engineering Services and Public Works/Street Department General Consent Items 15.20-0356 Resolution authorizing renewal of property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance, through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 5, 2020 - May 5, 2021) in exchange for annual premium of $2,886,299. Sponsors:Legal Department 16.20-0496 Motion authorizing a build to suit agreement and lease agreement with the Ed Rachal Foundation for the use of the former 50,000 square foot Lamar Elementary School building to be repurposed as a City Office Facility for an annual lease amount of $200,000.00 for the first five years of a 20 year agreement commencing upon completion of remodel construction. Sponsors:City Manager's Office K.RECESS FOR LUNCH Page 4 City of Corpus Christi Printed on 4/13/2020 April 14, 2020City Council Meeting Agenda - Final-revised L.PUBLIC HEARINGS: (ITEM 17) 17.20-0415 Zoning Case No 0220-03, MPM Development, LP. (District 5). Ordinance rezoning property at or near 7797 Yorktown Boulevard from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District. Planning Commission and Staff recommend Approval. Sponsors:Development Services M.REGULAR AGENDA: (NONE) N.FIRST READING ORDINANCES: (ITEMS 18 - 21) 18.20-0400 Ordinance accepting a grant award of $4,063.31 from Plains All American Pipeline to purchase personal protective equipment for the Corpus Christi Fire Department for use during industrial responses; and appropriating $4,063.31 into the Fire Grant Fund. Sponsors:Fire Department 19.20-0341 Ordinance authorizing an amendment to the Lease Agreement with Padre Island Yacht Club revising rent payments from greater of 10% of gross income or $2300 annually to greater of 5% gross income or $2500 quarterly. Sponsors:Utilities Department 20.20-0277 Ordinance authorizing three non-contiguous 30-foot wide pipeline easements and one construction yard license of 1.12 acres to Dean Pipeline Company, LLC to construct one new 8-inch pipeline for the transportation of oil, gas, or other hydrocarbon product located on City property operated by the City Water Department, two of the pipeline easements are located southeast of the O.N. Stevens Water Treatment Plant and third pipeline easement on property north of IH37 by the O.N. Stevens Spillway Tract; located in Council District 1, and appropriating $108,810 into the City’s Water Department Operating Fund No. 4010. Sponsors:Utilities Department and Engineering Services 21.20-0471 Ordinance amending Section 55-100 of the Corpus Christi Code of Ordinances regarding wastewater winter quarter average usage calculation to be effective by May 1, 2020. Sponsors:Water Utilities Department O.BRIEFINGS: (NONE) P.EXECUTIVE SESSION: (ITEM 22) 22.20-0491 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to sanitary sewer overflows Page 5 City of Corpus Christi Printed on 4/13/2020 April 14, 2020City Council Meeting Agenda - Final-revised and the City’s sanitary sewer system, water system, and/or drainage system and/or potential future litigation involving the U.S. Environmental Protection Agency, State of Texas, and/or U.S. Department of Justice and the potential approval of attorney’s fees, expert fees, and expenses for negotiations and/or litigation with the aforesaid entities. Q.IDENTIFY COUNCIL FUTURE AGENDA ITEMS R.ADJOURNMENT Page 6 City of Corpus Christi Printed on 4/13/2020 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com City of Corpus Christi Meeting Minutes City Council 9:30 AM Council ChambersTuesday, April 7, 2020 SPECIAL CITY COUNCIL MEETING Mayor Joe McComb to call the meeting to order.A. Mayor McComb called the meeting to order at 9:34 a.m. Invocation to be given by Mayor Joe McComb.B. Mayor McComb gave the invocation. Pledge of Allegiance to the Flag of the United States and to the Texas Flag.C. Mayor McComb led the Pledge of Allegiance to the flag of the United States and the Texas Flag. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers.D. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Peter Zanoni, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. NOTE: Council Members Paulette Guajardo and Michael Hunter participated telephonically. Council Members Greg Smith and Ben Molina participated by video conference. Mayor Joe McComb,Council Member Roland Barrera,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Gil Hernandez,Council Member Michael Hunter,Council Member Ben Molina,Council Member Everett Roy, and Council Member Greg Smith Present:9 - CITY MANAGER’S COMMENTS / UPDATE ON CITY OPERATIONS:E. Mayor McComb referred to City Manager's Comments. City Manager Peter Zanoni made no comments. GOVERNMENT ACTIONS RELATED TO CORONA VIRUSa. Page 1City of Corpus Christi Printed on 4/10/2020 April 7, 2020City Council Meeting Minutes PUBLIC COMMENT - AUDIENCE AND PRESENTER SOCIAL DISTANCING AND PUBLIC TESTIMONY AND PUBLIC HEARING INPUT AT PUBLIC MEETINGS OF THE CITY COUNCIL. To reduce the chance of COVID-19 transmission, public meetings will be held in a manner intended to separate, to the maximum practical extent, audience and presenters from personal contact with members of Community, City Staff, and City Council. This meeting will be broadcast at cctexas.com/services/council meeting-agendas-minutes-video. Public testimony and public hearing input for Public Comment and all items on the agenda at public meetings of the City Council should be provided in written format and presented to the City Secretary and/or designee no later than five minutes after the start of each meeting of the City Council. Testimony and/or public input shall be in accordance with the City Secretary’s instructions, which shall be posted on the City Secretary’s door and on the City website, and allow for electronic submission. The written public testimony shall be provided to members of City Council prior to voting on measures for that meeting. Written testimony shall be limited in accordance with the City Secretary requirements and shall be placed into the record of each meeting. This testimony shall serve as the required public testimony pursuant to Texas Government Code 551.007 and shall constitute a public hearing for purposes of any public hearing requirement under law. The meeting may be held telephonically or via videoconference. The public may participate remotely by following the instructions of the City Secretary at cctexas.com/departments/city-secretary. F. Mayor McComb referred to comments from the public. The following people submitted public comments which are attached to the minutes: Tom Ernst, 14721 Whitecap Blvd.; Debbie Fernandez, 802 S. Carancahua St.; and Gilda E. Ramirez, 6433 Clairfield St. REGULAR AGENDA:G. 1.Ordinance Approving and Extending Orders issued pursuant to the Coronavirus Disaster Declaration; providing for penalties; and declaring an emergency. Mayor McComb referred to Item 1. City Attorney Miles Risley presented on the ordinance approving and extending orders issued pursuant to the Coronavirus disaster declaration. He said the ordinance extended the following orders until April 30, 2020, which were attached to the ordinance: Second Amended Order regarding Public and Private Gatherings; First Amended Order to Stay at Home; and Order to Report COVID-19. Mr. Risley then distributed a new Second Amended Order to Stay at Home. He said the order was being amended to prohibit “short-term rentals”, pending Council approval. Council Member Garza made a motion to amend Section 1 of the ordinance to Page 2City of Corpus Christi Printed on 4/10/2020 April 7, 2020City Council Meeting Minutes read “Second Amended Order to Stay at Home”, seconded by Council Member Roy. Council Members, City Attorney Miles Risley and City Manager Peter Zanoni discussed the following topics: a request from a council member to modify rules for non-operating businesses; if the rules are modified for non-operating businesses, a council member requested taking more precautions, i.e., making masks mandatory and putting a curfew in place; a council member's request to consider closing playground equipment; that mixed messages do not need to be sent out to the public; Texas State Parks are closing today, so consider city parks; need feedback from the public health officials before making any changes to the rules; that certain businesses (e.g. bars, restaurants, food courts, gyms, cosmetology salons, tattoo studios, and massage parlors) specified in the Governor's March 31, 2020 Order cannot be reopened; a council member's concern about opening non-essential businesses; the need to plan an exit strategy and coordinate with other cities and the state; adhere to the rules today because short term pain versus long term gain; and the City is working with Texas A&M Corpus Christi to provide more data, which should be available this Friday. There being no further discussion, Mayor McComb called for a vote on the motion to amend Section 1 of the ordinance referenced above. The motion passed unanimously. Council Member Garza made a motion to approve the ordinance as amended, seconded by Council Member Hernandez. This Emergency Ordinance was passed and approved as amended with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: 032082 2.Ordinance approving a $2,000,000.00 agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for Type A funding for maintenance of arterial and collector streets within the City; approving a Chapter 380 agreement in an amount not to exceed $2,000,000.00 with LiftFund, Inc. for a small business recovery program; appropriating $2,000,000.00 from the unreserved fund balance of the Business and Job Development Fund for use on the arterial and collector street improvements; amending the operating and capital budget; and declaring an emergency. Mayor McComb referred to Item 2. Chief Financial Officer Constance Sanchez presented information on the following topics: small business recovery program; funding for program; LiftFund, Inc.; loans; eligibility; program summary; program access information; and staff's recommendation. Council Member Hernandez made a motion to amend the ordinance to Page 3City of Corpus Christi Printed on 4/10/2020 April 7, 2020City Council Meeting Minutes prioritize businesses most affected by the COVID-19 virus specifically identified in the Governor's order, seconded by Council Member Barrera. Council Members, City Manager Peter Zanoni, President and CEO of LiftFund, Inc. Janie Barrera, President and CEO of Corpus Christi Regional Economic Development Iain Vasey, Chief Operating Officer Mike Culbertson, and Market Manager of LiftFund, Inc. Laura Estrada discussed the following topics: a council member's request to prioritize businesses that are most affected by the Governor's order; what small businesses are doing to sustain their operations; a council member's concern about the requirement that a business have annual gross revenues of not more than $5 million, and that more small businesses can be helped if the revenue is reduced; the Paycheck Protection Program versus the LiftFund program; LiftFund is a non-profit program so it is not gaining any revenue; the default rate is 4% based on other cities and programs with a 96% retention rate; LiftFund's mission is to provide credit; LiftFund has an agreement with the City to ensure that the taxpayers won't be charged a higher interest rate; a recommendation to not reduce the revenue cap more than $2.5 million; what are the technical services provided for the loan; many small business owners do not know how to manage the technical side; LiftFund is offering a loan that needs to be repaid, it is not a grant; a council member's concern of capping the revenue at $1 million as opposed to $2.5 million; that LiftFund can be a bridge to get to the Paycheck Protection Program, but it can also sustain itself on its own; LiftFund is not requiring a letter or a statement from the banks in order for someone to receive a loan; a council member's concern that a $1 million revenue cap is too low; 75% of the Paycheck Protection Program's reimbursement relies heavily on labor costs; if there was any discussion for using the $2 million to eliminate, reduce or defer utility bills for four to five months for small businesses; the Small Business Recovery Task Force is brainstorming other ideas, such as utilities, to help small businesses; LiftFund is screening applicants to determine legitimate need for those who deserve the loan and who can pay it back; a council member's concern that the interest rate is too high; what percentage of commercial businesses are behind on their utilities; and the Type B fund plan is in motion for additional funds. Council Member Barrera made a motion to amend the ordinance to prioritize businesses most affected specifically identified in the Governor's order and to reduce the annual gross revenue cap to $1,500,000, seconded by Council Member Hernandez. This Ordinance was passed as amended and approved with the following vote: Aye:Mayor McComb, Council Member Barrera, Council Member Garza, Council Member Guajardo, Council Member Hernandez, Council Member Hunter, Council Member Molina, Council Member Roy and Council Member Smith 9 - Abstained:0 Enactment No: 032083 ADJOURNMENTH. The meeting was adjourned at 11:24 a.m. Page 4City of Corpus Christi Printed on 4/10/2020 DATE: March 31, 2020 TO: Peter Zanoni, City Manager FROM: Jermel Stevenson, Director of Parks and Recreation JermelS@cctexas.com (361) 826-3042 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Ordinance authorizing a purchase of ten fiberglass lifeguard stands from Industrial Design Research, Inc. for a total amount of $281,050.00 for Parks and Recreation to be used for the City’s Bay and Gulf Beaches and funded by the State Hotel Occupancy Tax Fund; appropriating $281,050.00 from the State Hotel Occupancy Tax Fund; and amending the budget to increase expenditures. SUMMARY: This Ordinance is to approve the purchase for ten Surveyor Jr. fiberglass lifeguard stands for Parks and Recreation’s Beach Operations to be used for the Gulf Beaches. BACKGROUND AND FINDINGS: Parks and Recreation’s Beach Operations staff has conducted extensive research to identify well-constructed, transportable, and long-lasting lifeguard towers that will withstand the corrosive environment of our beaches. While conducting this research, staff spoke to the City of Huntington Beach, California regarding their lifeguard towers and it was determined that the towers they currently use met the criteria of what Parks and Recreation is looking for. Huntington Beach has used Industrial Design Resear ch’s (IDR) Surveyor Jr. model T on their beaches for the past 20 years. The fiberglass towers will withstand the corrosive beach conditions as well as the powerful South Texas ultra - violet rays. The support structure will be fabricated of stainless steel and will include a ramp to safely and quickly exit the tower in emergency situations. The stand s will also Lifeguard Stands for Parks and Recreation AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting March 31, 2020 Second Reading Ordinance for the City Council Meeting April 14, 2020 include wheels and a hitch to remove them during hurricane conditions for safe storage. Being removeable, is also a condition of the lease with the General Land Office that does not allow a permanent structure on the beach. Over the years, Beach Operations ha s tested out lifeguard towers constructed of other materials. Wooden lifeguard towers have been burned down and polyvinyl chloride (PVC) towers become brittle in the sunlight after a few years. Parks and Recreation contacted IDR to inquire about their product and discovered their lifeguard towers are also used in Hawaii, Florida, and numerous international locations. The IDR towers have proven to be a rugged product that have withstood the test on beaches all over the United States and the world. This is a sole source purchase. Industrial Design Research, Inc. is presently the only designer and manufacture of prefabricated observation towers in the United States. Although the initial cost of the fiberglass tower is higher than what is currently in place, because of the long-life span, the 20-year cost per unit is lower. A Cost Analysis comparing the City of Corpus Christi’s previous, current, and proposed Lifeguard Stands, along with a detailed Surveyor Jr. Lifeguard Tower specification brochure have been included in the supporting documents for additional information. ALTERNATIVES: The alternative would to be to continue using the existing PVC life guard stands and to continue researching a suitable replacement that meets all operational needs and can stand up to the environmental conditions. FISCAL IMPACT: The fiscal impact in FY 2020 for Parks and Recreation will be $281,050.00 for the one- time purchase of this equipment. FUNDING DETAIL: Fund: 1032 State Hot Fund Organization/Activity: N/A Mission Element: N/A Project # (CIP Only): N/A Account: 251850 Unreserved Fund Balance RECOMMENDATION: Staff recommends approval of the Ordinance authorizing the purchase with Industrial Design Research, Inc for the purchase of fiberglass lifeguard stands for Parks and Recreation’s Beach Operations as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Price Sheet Cost Analysis Page 1 of 2 Ordinance authorizing a purchase of ten fiberglass lifeguard stands from Industrial Design Research, Inc. for a total amount of $281,050.00 for Parks and Recreation to be used for the City’s Bay and Gulf Beaches and funded by the State Hotel Occupancy Tax Fund; appropriating $281,050.00 from the State Hotel Occupancy Tax Fund; and amending the budget to increase expenditures. WHEREAS, fiberglass lifeguard stands are needed for the City’s Beach Operations to be used by lifeguards at the Bay and Gulf Beaches; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a)(2) in that the procurement is necessary to preserve or protect the public health or safety of the City’s residents; and WHEREAS, there is a statutory exception for this procurement in Local Government Code, Section 252.022(a)(7) (A), as the items are available from only one source because of patents, copyrights, secret processes, or natural monopolies. Now , therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. SECTION 2. That funds in the amount of $281,050.00 are appropriated from the unreserved fund balance in the No. 1032 State Hotel Occupancy Tax Fund for the purchase of fiberglass lifeguard stands from Industrial Design Research, Inc. SECTION 3. That Ordinance No. 031870, which adopted the FY 2019-2020 Operating and Capital Budget, is amended to increase proposed expenditures in the No. 1032 State Hotel Occupancy Tax Fund by $281,050.00 for the purchase of fiberglass lifeguard stands from Industrial Design Research, Inc. SECTION 4. That the purchase of fiberglass lifeguard stands from Industrial Design Research, Inc., in the amount of $281,050.00 is approved. Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor City of Corpus Christi Price Sheet Contracts and Procurement Purchase of Lifeguard Stands Senior Buyer: Cindy Ramos UNIT EXTENDED ITEM DESCRIPTION QTY UNIT PRICE PRICE 1 Surveyor Jr. Front Deck Model "T"10 EA $17,555.00 $175,550.00 2 304 Grade Stainless Steel Sjupport Structure 10 EA $3,120.00 $31,200.00 3 Roof Insulation 1 1/2" Urethane Foam 10 EA $525.00 $5,250.00 4 Integral Front, Fold-up Ramp 10 EA $4,875.00 $48,750.00 5 Palletize/Load 10 EA $560.00 $5,600.00 6 Transit/Delivery (48" Step Deck Trailters)2 EA $4,725.00 $9,450.00 7 Transit/Delivery (53" Step Deck Trailer)1 EA $5,250.00 $5,250.00 TOTAL $281,050.00 Industrial Design Research, Inc Laguna Beach, CA LIFEGUARD TOWER COST ANALYSIS WOODEN TOWER This tower is currently constructed “in-house” using Beach Operations team members. PVC TOWER This tower is currently constructed “in-house” using Beach Operations team members. SURVEYOR JUNIOR LIFEGUARD TOWERS This tower would replace all the wooden and PVC lifeguard towers. Tower is constructed of a fiberglass shelter painted with white marine gel coat and stainless-steel framing. Fiberglass shutters serve to cover the tinted tempered glass. See brochure for more information. COST ANALYSIS Material Initial Cost 20 Year Cost per Unit Pros Cons Wood Life Span 3-5 years *dependent on vandalism $3,000/EA $21,000  Inexpensive  Vulnerable to vandalism (used as bonfire fuel)  Unsightly  No protection from the elements for lifeguards  Strain on staff to build (constructed in-house)  Difficult to remove (as required by the GLO)  Low life expectancy PVC Life Span 6-8 years $11,000/EA $33,000  More durable than wood  Unsightly  Minimal protection from the elements for lifeguards  Strain on staff to build (constructed in-house)  Low return on investment (UV rays breakdown material)  Difficult to remove (as required by the GLO) Fiberglass & Stainless Steel Life Span 20+ years $25,500/EA $25,500  Professional appearance  Extremely durable  Provide protection from all elements  Steel frames deter vandalism  Trailer hitch and wheels allow for quick removal (as required by GLO)  Easier to store during off season  More costly than wood or PVC  Require more preventive maintenance than wood or PVC *The base price for the Surveyor Junior is $17,550/EA but we request the following upgrades:  Stainless Steel Support Structure - $3,100/EA  1 ½” Urethane Foam Insulation - $525/EA  Integrated Front Fold-up Ramp - $4,400/EA DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Mike Markle, Chief of Police MikeMa@cctexas.com 361-886-2601 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com 361-826-3169 CAPTION: Motion authorizing a one-year service agreement with Signature Science, LLC in an amount not to exceed $93,015.00 for DNA analysis of sexual assault kits for the Corpus Christi Police Department, with FY 2020 funding in the amount of $38,756.25 available in the General Fund. SUMMARY: This motion authorizes a one-year service agreement for the DNA analysis of sexual assault kits for the Police Department. The examination of these sexual assault kits may result in solving pending sexual assault cases. BACKGROUND AND FINDINGS: On September 1, 2011 Senate Bill 1636 mandated all Sexual Assault Nurse Examination (SANE) kits that met the statutory requirement be analyzed for DNA evidence by Texas Department of Public Safety (DPS) crime labs. As of September 1, 2019, DPS is mandated to test SANE kits within 90 days of receiving the evidence and therefore are not accepting older cases. Currently, the Police Department has 117 SANE kits from offenses occurring between 2005 and 2011. This agreement will allow the Police Department to submit these 117 SANE kits for DNA analysis to a private laboratory. The examination of these sexual assault kits may result in solving the pending sexual assault cases. The results will be kept in the database and be used to solve any other sexual assault cases. The Police Department has submitted all SANE kits to DPS on cases DNA Analysis of Sexual Assault Kits AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 occurring after September 1, 2011. The Contracts and Procurement Department conducted a competitive Request for Bid process and received two responsive, responsible bids and is recommending award to the lowest, responsive, responsible bidder, Signature Science, LLC. ALTERNATIVES: If the SANE kits are not submitted for testing, evidence that could lead to solving the crime will not be available. FISCAL IMPACT: The fiscal impact for the Police Department in FY 2020 is an estimated $38,756.25 for this one-year service agreement. The remaining estimated $54,258.75 will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 11700 Police Administration Mission Element: 152 Investigate Crime Project # (CIP Only): N/A Account: 530000 Professional Services RECOMMENDATION: Staff recommends approval of this motion authorizing a one -year service agreement with Signature Science, LLC. For DNA analysis of sexual assault kits for the Police Department as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tab Service Agreement Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SERVICE AGREEMENT NO. 2726 DNA Analysis of Sexual Assault Kits THIS DNA Analysis of Sexual Assault Kits Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Signature Science, LLC. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide DNA Analysis of Sexual Assault Kits in response to Request for Bid/Proposal No. 2726 (“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 DNA Analysis of Sexual Assault Kits (“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. This Agreement is for one year, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $93,015.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Sara Barrera Department: CC Police Department, Forensic Services Division Phone: 361-886-2645 Email: Sarab2@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 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 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. Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 12.Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Sara Barrera Title: Interim Forensice Services Division Supervisor Address: 321 John Sartain, Corpus Christi, TX 78401 Phone: 361-886-2645 Fax: 361-886-2642 IF TO CONTRACTOR: Signature Science, LLC. Attn: Christopher Saunders Contracts Specialist Address: 8329 N. Mopac Expressway, Austin, TX 78759 Phone: 512-533-2000 Fax: 512-533-2060 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B)Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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 6 of 7 Approved as to Legal Form November 11, 2019 20.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 Ci ty Manager on any ground whatsoever. 21.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. 22.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). 23.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. 24.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 c ourt in and for Nueces County, Texas. 25.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. 26.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. Signature �:::::---- Printed Name: (½n:s-&p h ec Swncf ecs Title: {1n+rq<efs S{Jec/cd,sr J Date: 3 /3 / J.o:Jo CITY OF CORPUS CHRISTI Kim Baker Director of contracts and Procurement Date: --------- Attached and Incorporated by Reference:Attachment A: Scope of Work Attachment B: Bid/Prtcing Schedule Attachment c : lnsura nc e and Bond Requirements Attachment D: wa rra ntv Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 2726 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form, Approved as to Legal Form, November 11, 2019 Page 7of7 CONTRACT Page 1 of 1 ATTACHMENT A: SCOPE OF WORK 1.General Requirements/Background Information The Contractor shall provide DNA testing and analysis of 117 Sexual Assault Kits as outlined in this Scope of Work. 2.Scope of Work A. Contractor shall provide DNA testing and analysis on 117 sexual assault kits using TXDPS approved Investigator 24plex test kits. B. Contractor shall submit reports documenting the results and conclusions of all tests performed to the CCPD Criminal Investigative Division via US Certified Mail to: Corpus Christi Police Department ATTN: Mark Tuley, LT of Criminal Investigation Division-Homicide/Robbery 321 John Sartain, 3rd Floor Criminal Investigation Division Corpus Christi, TX 78401 or via electronic mail to MarkT@cctexas.com C. Contractor is responsible for entering each eligible profile into the Combined DNA Index System (CODIS) or submitting profile results via US Certified Mail to: TXDPS Crime Laboratory ATTN: Lisa Baylor, CODIS Administrator 1922 South Padre Island Drive Corpus Christi, TX 78416 Phone: 361-698-5670 Or via electronic mail to LBaylor@dps.texas.gov 3.Work Site and Conditions A. Sexual Assault Kits shall be sent to the Contractor either in person or via US Certified Mail. B. Contract Administrator shall coordinate with the Contractor on the number and frequency of Sexual Assault Kits to be analyzed at a time. C. Turnaround time for each submission shall be no more than 45 days. D. Contractor shall complete the DNA testing and analysis on all 117 Sexual Assault Kits within one year of Notice to Proceed. 4.Contractor Quality Control and Superintendence The Contractor 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 Contractor will also provide supervision of the work to insure it complies with the contract requirements. Page 1 of 3 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I.CONTRACTOR’S LIABILITY INSURANCE A.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. B.Contractor must furnish to the City’s Risk Manager and Contract Administer 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 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 cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate ERRORS & OMISSIONS $1,000,000 Per Occurrence $1,000,000 Aggregate C.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. 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 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. 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 renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the Page 2 of 3 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 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; •Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; •Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and •Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. E.Within five (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. 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 stop work hereunder, and/or withhold any payment(s) 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 contract. Page 3 of 3 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 contract. I.It is understood and agreed that the insurance required is in additio n to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Ins. Req. Exhibit 3-L Professional Services – Errors & Omissions 05/23/2019 Risk Management – Legal Dept. BOND REQUIREMENTS: Bonds are not required for this agreement, therefore Section 5. Insurance; Bonds. (B) is null to this agreement. Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Section 5. (A) & (B) is null to this Service Agreement Qty UOM Unit Price Total Unit Price Total 117 EA $795.00 $ 93,015.00 $835.00 $ 97,695.00 $ 93,015.00 $ 97,695.00 DNA Solutions, Inc. Oklahoma City, OK Bid Tab DNA Analysis of Sexual Assault Kits GRAND TOTAL City of Corpus Christi Contracts and Procurement Senior Buyer: Cindy Ramos Signature Science, LLC Austin, TX Description All Inclusive DNA Testing and Analysis with Investigator 24Plex test kits. DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com 361-826-1909 Mike Markle, Chief of Police MikeMa@cctexas.com 361-886-2601 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com 361-826-3169 CAPTION: Motion authorizing the purchase of 27 replacement police vehicles from GoodBuy Purchasing Cooperative of Corpus Christi, Texas for a total amount of $979,205.00 to maintain continuity of operations with FY 2020 funding available from the Fleet Maintenance Service Fund in the amount of $872,301.50 and the Crime Control Fund in the amount of $106,903.50. SUMMARY: This motion authorizes the purchase of 23 2020 Ford Interceptor Utility vehicles, one 2020 Ford Transit 250 van, two 2020 Ford F-150 trucks, and one 2020 Ford F-450 Crew Cab truck for use by the Corpus Christi Police Department to maintain continuity of operations. These vehicles are replacements to the existing fleet as part of the FY 2020 Budget Initiatives and are being purchased through GoodBuy Purchasing Cooperative. BACKGROUND AND FINDINGS: The Corpus Christi Police Department (CCPD) currently has a requirement to maintain a fleet of 74 marked patrol units and have 18 spare units to fill in when one of the 74 units is being serviced or repaired. Out of the 92 vehicles , 27 have been identified as meeting the service life (4 years or 120,000 miles). CCPD currently has a requirement to replace Purchase of Replacement Vehicles for Police Department Fleet AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 23 2020 Ford Interceptor Utility Vehicles (police patrol), one ¾ ton Cargo Van (property room transport to and from property room locations), two ½ ton pickup trucks (canine transport), and one 1-¼ ton pick truck (bomb squad truck) which are all intended to perform various functions within the Police Department. The units to be replaced are all past their service life. This procurement is through the GoodBuy Purchasing Cooperative. Contracts awarded through the GoodBuy Purchasing Cooperative have been competitively procured, in compliance with local and state procurement requirements. ALTERNATIVES: An alternative is to not purchase the vehicles which may prevent the CCPD from addressing emergencies if one of the units are being serviced or repaired. FISCAL IMPACT: The fiscal impact for FY2020 is a total amount of $979,205.00 with funding available through the Fleet Maintenance Service Fund in the amount of $872,301.50 and the CC Crime Control Fund in the amount of $106,903.50. Funding Detail: Fund: 5110 Fleet Maint Svc Organization/Activity: 40120 Equipment Purchases - Fleet Mission Element: 202 Maintain the Fleet Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Cost: $872,301.50 Fund: 9010 CC Crime Control Organization/Activity: 11717 CCCCPD-PS Vehicles & Equip Mission Element: 151 Respond to Law Enforcement Calls Project # (CIP Only): N/A Account: 550020 Vehicles & Machinery Cost: $106,903.50 RECOMMENDATION: Staff recommends approval of this motion authorizing the purchase of twenty-three 2020 Ford Interceptor Utility vehicles, one 2020 Ford Transit 250 van, two 2020 Ford F-150 trucks, and one 2020 Ford F-450 Crew Cab truck from Silsbee Ford, Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Item Qty UOM Unit Price Total 1 23 EA 35,634.50 $ 819,593.50 3 1 EA 34,484.00 $ 34,484.00 4 2 EA 35,734.25 $ 71,468.50 5 1 EA 53,059.00 $ 53,059.00 6 2 EA 300 $ 600.00 $ 979,205.00 City of Corpus Christi Price Sheet Purchase of Replacement Vehicles for Police Department Fleet Goodbuy Contract - 20-8F000 VEHICLES Contracts and Procurement Senior Buyer: Cindy Ramos GRAND TOTAL Goodbuy Fee 2020 Ford Police Interceptor Equipment Description Silsbee Ford Silsbee, TX 2020 Ford Transit 250 2020 Ford F-150 2020 Ford F-450 Crew Cab DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1909 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing three, one-year supply agreements for a combined total amount not to exceed $135,284.50 for the purchase of bulk oil, with an agreement with each of the following vendors: Arguindegui Oil Co. II, Ltd. in an amount of $68,355.00; Sun Coast Resources, Inc. in an amount of $48,180.00; and HJDJ American Lube Supply, Inc in an amount of $18,749.50 effective upon issuance of notice to proceed, with FY 2020 funding in an amount of $56,368.54 available through the Fleet Maintenance Services Fund. SUMMARY: This motion authorizes the purchase of a variety of bulk oil fluids for the Asset Management Department. Lubricating oils are an essential component for the operation of reciprocating engines. The variety of lubricants used are specially blended and suited for the different engine types that the Asset Management services on a regular basis. The purchase of the bulk oil is necessary to fully maintain of City vehicles and equipment. BACKGROUND AND FINDINGS: The Asset Management Department performs repairs for approximately 1,800 vehicles and equipment pieces for various City departments. Bulk oil lubricants are an essential component to accomplishing scheduled maintenance of City vehicles and equipment. Maintaining the City’s vehicles and equipment ensures that city services are able to continue without interruption. Bulk Oil for Asset Management Department AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 The three one-year agreements for the purchase of a variety of bulk oil fluids with each of the following vendors are: Arguindegui Oil Co. II, Ltd. in an amount of $68,355.00 for the purchase of CK-4 Synthetic Blend engine oil in bulk, Delo 400 T3NG engine oil in bulk, 75W -90 Full Synthetic gear lube in drums, and 5W -20 Synthetic Blend motor oil; Sun Coast Resources, Inc. in an amount of $48,180.00 for the purchase of AW -46 Hydraulic Oil, Universal Tractor Hydraulic Fluid, and Global Full Synthetic Automatic Transmission Fluid in bulk; and HJDJ American Lube Supply, Inc in an amount of $18,749.50 for the purchase of Purus Alletor Heavy Duty Red Extreme Pressure #2 Grease in drums. The Contracts and Procurement Department conducted a competitive request for bid process to obtain bids for new contracts. The bid was set up for bidders to bid by group. The City received five responsive, responsible bids, and is recommending the awards to Arguindegui Oil Co. II, Ltd, Sun Coast Resources, Inc., and HJDJ American Lube Supply, Inc., and. as the lowest responsive, responsible bidders for each group. ALTERNATIVES: An alternative to accepting this bid would be to require the Asset Management Department to purchase the bulk oil on an as needed basis, which would not be as productive as having a supply agreement in place. In addition, a long-term agreement allows for a better economy of scale. FISCAL IMPACT: The fiscal impact for the Asset Management Department in FY 2020 is $56,368.54 for these three, one-year supply agreements for the purchase of bulk oil for fleet maintenance, with the remaining cost of $78,915.96 funded in future years through the annual budget process. FUNDING DETAIL: Fund: 5110 Fleet Maintenance Services Fund Organization/Activity: 40140 Service Station Mission Element: 202 Maintain the Fleet Project # (CIP Only): n/a Account: 520210 Cost of Goods Sold RECOMMENDATION: Staff recommends approval of this motion authorizing one-year agreements with HJDJ American Lube Supply, Inc., Sun Coast Resources, Inc., and Arguindegui Oil Co. II, Ltd. for bulk oil as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreements City of Corpus Christi Bid Tabulation Contracts and Procurement Department RFB No. 2530 Buyer: Lois Hinojosa Bulk Oil for Fleet Item Description UNIT QTY Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Hydraulic Oil (AW-46) (Bulk) or Compatible GAL 6,000 $ 5.31 $ 31,860.00 $ 4.59 $ 27,540.00 $ 4.64 $ 27,840.00 $ 4.38 $ 26,280.00 $ 4.49 $ 26,940.00 2 Universal Tractor Hydraulic Fluid (Bulk) or Compatible GAL 1,000 $ 6.12 $ 6,120.00 $ 5.09 $ 5,090.00 $ 5.47 $ 5,470.00 $ 5.42 $ 5,420.00 $ 5.15 $ 5,150.00 Total Group 1 37,980.00$ 32,630.00$ 33,310.00$ 31,700.00$ 32,090.00$ 1 CK-4 Synthetic Blend (15W-40) (Bulk) or Compatible GAL 5,000 $ 6.18 $ 30,900.00 $ 5.59 $ 27,950.00 $ 5.49 $ 27,450.00 $ 5.44 $ 27,200.00 $ 6.15 $ 30,750.00 2 Delo 400 T3NG (15W-40) Or Compatible GAL 2,000 $ 17.32 $ 34,640.00 $ 10.44 $ 20,880.00 $ 10.96 $ 21,920.00 $ 13.88 $ 27,760.00 $ 9.39 $ 18,780.00 3 Gear Lube (75W-90) Full Synthetic (120 LBS Drum) or Compatible DRUM 25 $ 276.00 $ 6,900.00 $ 300.00 $ 7,500.00 $ 274.08 $ 6,852.00 $ 304.00 $ 7,600.00 $ 259.00 $ 6,475.00 4 Synthetic Blend (5W-20) Motor Oil (Bulk) or Compatible GAL 2,600 $ 8.24 $ 21,424.00 $ 5.99 $ 15,574.00 $ 5.49 $ 14,274.00 $ 4.90 $ 12,740.00 $ 4.75 $ 12,350.00 Total Group 2 93,864.00$ 71,904.00$ 70,496.00$ 75,300.00$ 68,355.00$ 1 Global Full Synthetic ATF (Bulk) Or Compatible GAL 2,000 $ 10.58 $ 21,160.00 $ 8.99 $ 17,980.00 $ 9.98 $ 19,960.00 $ 8.24 $ 16,480.00 $ 8.39 $ 16,780.00 Total Group 3 21,160.00$ 17,980.00$ 19,960.00$ 16,480.00$ 16,780.00$ 1 Purus Alletor HD Red EP#2 Grease (55 Gallon Drum) or Compatible DRUM 25 $ 810.14 $ 20,253.50 $ 749.98 $ 18,749.50 $ 795.00 $ 19,875.00 $ 1,135.00 $ 28,375.00 $ 828.00 $ 20,700.00 Total Group 4 20,253.50$ 18,749.50$ 19,875.00$ 28,375.00$ 20,700.00$ Group 4 Group 1 Group 2 Kapalua Marine, Fuels & Lubes Arguindegui Oil Co. II, Ltd. HJDJ American Lube Supply Arnold Oil Company Sun Coast Resources, Inc. Group 3 Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SUPPLY AGREEMENT NO. 2940 Bulk Oil for Fleet Maintenance THIS Bulk Oil for Fleet Maintenance Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Arguindegui Oil Co. II, Ltd. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Bulk Oil for Fleet Maintenance in response to Request for Bid No. 2530 (“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 Bulk Oil for Fleet Maintenance 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. This Agreement is for one year. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $68,355.00, 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. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Erlinda Klubertanz Department: General Services Department Phone: 361-826-1903 Email: Erlinda@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 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 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: Erlinda Klubertanz Title: Operations Manager Address: 5352 Ayers, Corpus Christi, Texas 78415 Phone: 361-826-1903 Email: Erlinda@cctexas.com IF TO CONTRACTOR: Arguindegui Oil Co. II, Ltd. Attn: Richard Freeland Title: Director of Lubes Address: 15600 San Pedro Suite 209, San Antonio, Texas 78232 Phone: 210-667-3004 Email: Richard.freeland@argpetro.com 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 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. 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. 21. 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 Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22. 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). 23. 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. 24. 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. 25. 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. 26. 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. (SIGNATURE PAGE FOLLOWS) Page 1 of 2 ATTACHMENT A: SCOPE OF WORK 1.0 General Requirements/Background Information A. The Contractor shall deliver oil on an as needed basis to the Fleet Maintenance Building at 5352 Ayers Street, Building 3B, Corpus Christi, Texas 784105. The Contractor must be adequately equipped, supplied and staffed to promptly and efficiently meet the City’s requirements. The Contractor shall supply, on an as needed basis, the following types of oil for storage in the City’s tanks as outlined below: Fluid Content Capacity Tank or Drum CK-4 Synthetic Blend (15W-40) (Bulk) or Compatible 5,000 gallons Bulk, underground tank Delo 400 T3NG (15W-40) or Compatible 2,000 gallons Bulk, above ground tank Gear Lube (75W-90) Full Synthetic (120 LBS Drum) or Compatible 25 Drum Synthetic Blend (5W-20) Motor Oil (Bulk) or Compatible 2,600 gallons Bulk, above ground tank 2.0 Scope of Work A. The Contractor shall deliver orders by 4:30 PM same day, if ordered by 9:00 AM. B. The Contractor shall deliver orders by noon the following day, for orders placed after 9:00 AM. C. In case of an emergency or natural disaster, the Contractor shall provide same day delivery due to the fleet being open and available to first responders. D. The Contractor shall provide manifest indicating gross / net gallons at the time of delivery. E. The Contractor must not leave hoses unattended during delivery operations. F. The Contractor shall take all due precautions to prevent spillage of these products during delivery. Proper equipment maintenance, constant inspection, and where necessary, the use of collection pans during bulk oil transfer, will be employed to avoid leaks or spills. In the event of a spill, the Page 2 of 2 Contractor shall be responsible for immediate containment, mitigation of the effects of the spill and cleanup of the spilled products at no cost to the City of Corpus Christi. Should the Contractor fail to take immediate action, the City may contract with a third party to accomplish the required control actions and will hold the Contractor responsible for the cost incurred and may be grounds for termination of the agreement. A copy of the Contractor’s spill containment policy may be requested. G. The Contractor shall provide a Safety Data Sheet (SDS) with each product delivery. H. The Contractor shall provide a typical analysis with each product delivered. Page 1 of 2 Attachment B – Schedule of Pricing Page 2 of 2 Attachment C: Insurance and Bond Requirements 1.0 Insurance Requirements CONTRACTOR’S LIABILITY INSURANCE A. 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 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 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’S COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence C. 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. 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 thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non- renewal 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. 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. 2019 Insurance Requirements Ins. Req. Exhibit 4-C Contracts for General Services – Services Performed Onsite - Pollution 04/26/2019 Risk Management – Legal Dept. No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection (B) is null and void. Attachment D: Warranty Requirements Product Warranty is not required for this service agreement; therefore, Section 8 Warranty, subsections (A) and (B) are null and void. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SUPPLY AGREEMENT NO. 2941 Bulk Oil for Fleet Maintenance THIS Bulk Oil for Fleet Maintenance Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Sun Coast Resources, Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Bulk Oil for Fleet Maintenance in response to Request for Bid No. 2530 (“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 Bulk Oil for Fleet Maintenance 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. This Agreement is for one year. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $48,180.00, 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. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Erlinda Klubertanz Department: General Services Department Phone: 361-826-1903 Email: Erlinda@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 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 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: Erlinda Klubertanz Title: Operations Manager Address: 5352 Ayers, Corpus Christi, Texas 78415 Phone: 361-826-1903 Email: Erlinda@cctexas.com IF TO CONTRACTOR: Sun Coast Resources, Inc. Attn: Steven Boyd Title: Senior Managing Director Address: 6405 Cavalvade, Building 1, Houston, Texas 77026 Phone: 713-429-6702 Email: National@suncoastresources.com 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 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. 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. 21. 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 Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22. 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). 23. 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. 24. 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. 25. 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. 26. 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. (SIGNATURE PAGE FOLLOWS) Page 1 of 2 ATTACHMENT A: SCOPE OF WORK 1.0 General Requirements/Background Information A. The Contractor shall deliver oil on an as needed basis to the Fleet Maintenance Building at 5352 Ayers Street, Building 3B, Corpus Christi, Texas 784105. The Contractor must be adequately equipped, supplied and staffed to promptly and efficiently meet the City’s requirements. The Contractor shall supply, on an as needed basis, the following types of oil for storage in the City’s tanks as outlined below: Fluid Content Capacity Tank or Drum Hydraulic Oil (AW-46) or Compatible 6,000 gallons Bulk, above ground tank Universal Tractor Hydraulic Fluid (Bulk) or Compatible 1,000 gallons Bulk, above ground tank Global Full Synthetic ATF (Bulk) or Compatible 2,000 gallons Bulk, above ground tank 2.0 Scope of Work A. The Contractor shall deliver orders by 4:30 PM same day, if ordered by 9:00 AM. B. The Contractor shall deliver orders by noon the following day, for orders placed after 9:00 AM. C. In case of an emergency or natural disaster, the Contractor shall provide same day delivery due to the fleet being open and available to first responders. D. The Contractor shall provide manifest indicating gross / net gallons at the time of delivery. E. The Contractor must not leave hoses unattended during delivery operations. F. The Contractor shall take all due precautions to prevent spillage of these products during delivery. Proper equipment maintenance, constant inspection, and where necessary, the use of collection pans during bulk oil transfer, will be employed to avoid leaks or spills. In the event of a spill, the Contractor shall be responsible for immediate containment, mitigation of the effects of the spill and cleanup of the spilled products at no cost to the City of Page 2 of 2 Corpus Christi. Should the Contractor fail to take immediate action, the City may contract with a third party to accomplish the required control actions and will hold the Contractor responsible for the cost incurred and may be grounds for termination of the agreement. A copy of the Contractor’s spill containment policy may be requested. G.The Contractor shall provide a Safety Data Sheet (SDS) with each product delivery. H.The Contractor shall provide a typical analysis with each product delivered. Page 1 of 2 Attachment B – Schedule of Pricing Page 2 of 2 Grand Total: $48,180.00 Attachment C: Insurance and Bond Requirements 1.0 Insurance Requirements CONTRACTOR’S LIABILITY INSURANCE A. 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 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 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’S COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence C. 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. 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 thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non- renewal 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. 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. 2019 Insurance Requirements Ins. Req. Exhibit 4-C Contracts for General Services – Services Performed Onsite - Pollution 04/26/2019 Risk Management – Legal Dept. No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection (B) is null and void. Attachment D: Warranty Requirements Product Warranty is not required for this service agreement; therefore, Section 8 Warranty, subsections (A) and (B) are null and void. Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SUPPLY AGREEMENT NO. 2530 Bulk Oil for Fleet Maintenance THIS Bulk Oil for Fleet Maintenance Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and HJDJ American Lube Supply, Inc (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Bulk Oil for Fleet Maintenance in response to Request for Bid No. 2530 (“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 Bulk Oil for Fleet Maintenance 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. This Agreement is for one year. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $18,749.50, 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. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Erlinda Klubertanz Department: General Services Department Phone: 361-826-1903 Email: Erlinda@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 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 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: Erlinda Klubertanz Title: Operations Manager Address: 5352 Ayers, Corpus Christi, Texas 78415 Phone: 361-826-1903 Email: Erlinda@cctexas.com IF TO CONTRACTOR: HJDJ American Lube Supply, Inc Attn: Chris Brooks Title: Director of Sales Address: 8165 Whisper Oak, San Antonio, Texas 78266 Phone: 210-549-3000 Ext. 118 Email: Cbrooks@americanlubesupply.com 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 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. 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. 21. 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 Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 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. 22. 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). 23. 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. 24. 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. 25. 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. 26. 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. (SIGNATURE PAGE FOLLOWS) Page 1 of 2 ATTACHMENT A: SCOPE OF WORK 1.0 General Requirements/Background Information A. The Contractor shall deliver oil on an as needed basis to the Fleet Maintenance Building at 5352 Ayers Street, Building 3B, Corpus Christi, Texas 784105. The Contractor must be adequately equipped, supplied and staffed to promptly and efficiently meet the City’s requirements. The Contractor shall supply, on an as needed basis, the following types of oil for storage in the City’s tanks as outlined below: Fluid Content Capacity Tank or Drum Purus Alletor HD Red EP#2 Grease or Compatible 55 gallons Drum 2.0 Scope of Work A. The Contractor shall deliver orders by 4:30 PM same day, if ordered by 9:00 AM. B. The Contractor shall deliver orders by noon the following day, for orders placed after 9:00 AM. C. In case of an emergency or natural disaster, the Contractor shall provide same day delivery due to the fleet being open and available to first responders. D. The Contractor shall provide manifest indicating gross / net gallons at the time of delivery. E. The Contractor must not leave hoses unattended during delivery operations. F. The Contractor shall take all due precautions to prevent spillage of these products during delivery. Proper equipment maintenance, constant inspection, and where necessary, the use of collection pans during bulk oil transfer, will be employed to avoid leaks or spills. In the event of a spill, the Contractor shall be responsible for immediate containment, mitigation of the effects of the spill and cleanup of the spilled products at no cost to the City of Corpus Christi. Should the Contractor fail to take immediate action, the City may contract with a third party to accomplish the required control actions and will hold the Contractor responsible for the cost incurred and may be grounds Page 2 of 2 for termination of the agreement. A copy of the Contractor’s spill containment policy may be requested. G. The Contractor shall provide a Safety Data Sheet (SDS) with each product delivery. H. The Contractor shall provide a typical analysis with each product delivered. Page 1 of 2 Attachment B – Schedule of Pricing Page 2 of 2 Attachment C: Insurance and Bond Requirements 1.0 Insurance Requirements CONTRACTOR’S LIABILITY INSURANCE A. 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 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 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’S COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Occurrence C. 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. 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 thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non- renewal 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. 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. 2019 Insurance Requirements Ins. Req. Exhibit 4-C Contracts for General Services – Services Performed Onsite - Pollution 04/26/2019 Risk Management – Legal Dept. No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection (B) is null and void. Attachment D: Warranty Requirements Product Warranty is not required for this service agreement; therefore, Section 8 Warranty, subsections (A) and (B) are null and void. DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Jim Davis, Director of Asset Management JimD@cctexas.com (361) 826-1919 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing two, three-year service agreements with Allison Trans Tech, LLC. as the primary in an amount not to exceed $186,000.00; and, Rittgers’ Services, Inc. dba Greatstate Transmissions as the secondary in an amount not to exceed $124,000.00, for a combined amount not to exceed $310,000.00, for off-site transmission repairs for vehicles over 14,000 lbs. gross vehicle weight rating (GVWR), upon issuance of notice to proceed, with FY 2020 funding in the amount of $51,666.67 through the Fleet Maintenance Service Fund. SUMMARY: This is a motion to approve a service agreement for off -site transmission repairs. This service will be for repairing our City fleet transmissions Class 4-8 vehicles. Classes 4-8 are that of vehicles that range in a gross vehicle weight rating, GVWR, from a F-450 to a Semi-Truck and trailer which is 66,000 lbs. max GVWR. BACKGROUND AND FINDINGS: The proposed services from Allison Trans Tech, LLC and Rittgers’ Services, Inc. dba Greatstate Transmissions are to repair transmissions of F-450 service trucks, 5 and 12- yard dump trucks, Specialty equipment and Refuse trucks and Tractors respectively. In each case, use of these services is to repair vehicles that operate in support of public health and safety requirements for the City of Corpus Christi. Off-Site Transmission Repairs for Vehicles Over 14,000 lbs Gross Vehicle Weight Rating AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 These services range across the spectrum of operational requirements. Approval of this initiative is essential for Asset Management (Fleet) to ensure succes sful Fleet readiness and availability. This service agreement will aid in keeping overall cost down across the board and enabling great production for the City of Corpus Christi. The Contracts and Procurement Department conducted a competitive R equest for Bid process to obtain bids for a new contract. The City received two responsive, responsible bids, and is recommending the award to Allison Trans Tech, LLC as the primary contractor and Rittgers’ Services, Inc. dba Greatstate Transmissions as the secondary contractor. ALTERNATIVES: The alternative is to obtain transmission repair services on individual service agreement or buy new transmissions which can result in a higher cost and longer down time due to unforeseen transmission failures and availability in transmissions. FISCAL IMPACT: The fiscal impact in FY2020 is $51,666.67 for this three-year service agreement. The remaining cost of $258,333.33 will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 5110 Fleet Maint Svc Organization/Activity: 40170 Fleet Operations Mission Element: 202 Maintain the Fleet Project # (CIP Only): N/A Account: 530100 Vehicle Repairs RECOMMENDATION: Staff recommends approval of this motion authorizing two, three-year service agreements with Allison Trans Tech, LLC as the primary and Rittgers’ Services, Inc. DBA Greatstate Transmission as the secondary as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tab Service Agreements (2) CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT BUYER: CINDY RAMOS Item Description Unit 3 Year Qty Unit Price Extended Price Unit Price Extended Price 1 Labor rate for repairs Hour 3,600 $95.00 $342,000.00 $100.00 $360,000.00 Mark Up % Estimated Spend + Mark Up Mark Up % Estimated Spend + Mark Up 2 Markup - parts and materials 10%$191,400.00 25%$217,500.00 $533,400.00 $577,500.00 *Estimated labor hours and parts spend amount totals are basis for evaluation only. The Department's contract need will be a not to exceed amount of $310,000.00 for the three-years with the primary contract in the amount of $186,000.00 and the secondary contract in the amount of $124,000.00. Primary Allison Trans Tech, LLC Corpus Christi, TX Secondary Greatstate Transmissions Corpus Christi, TX *Grand Total BID TABULATION OFF-SITE TRANSMISSION REPAIRS FOR VEHICLES OVER 14,000 LBS GROSS VEHICLE WEIGHT RATING (GVWR) Estimated Spend $174,000 Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SERVICE AGREEMENT NO. 2589 Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR THIS Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and Allison Trans Tech, LLC (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR in response to Request for Bid/Proposal No. 2589 (“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 Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR (“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. This Agreement is for three years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $186,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 Invoices will 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: Frank Olvera Department: Asset Management/Fleet Maintenance Phone: 361-826-1917 or 361-815-5901 Email: FranciscoO@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 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 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 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. Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 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. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Frank Olvera Title: Vehicle and Equipment Admin Inspector Address: 5352 Ayers, Bldg 3B, Corpus Christi, TX 78405 Phone: 361-826-1917 or 361-815-5901 Fax: 361-826-4596 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 IF TO CONTRACTOR: Allison Trans Tech, LLC Attn: Steven Donahoo Title: President Address: 1026 S. Navigation Blvd, Corpus Chrsti, TX 78405 Phone: 361-651-1480 Fax: 361-651-1481 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B)Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 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. 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. 21. 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. 22.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). 23.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. 24.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. 25.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. Page 1 of 3 ATTACHMENT A: SCOPE OF WORK 1.General Requirements/Background Information Contractor shall provide parts and services for repairs to vehicle transmissions to include Class 4-8 vehicles for the City of Corpus Christi Asset Management Department as outlined in this Scope of Work. Services will be performed on an as needed basis. The types of vehicles are shown in Attachment A-1. 2.Scope of Work A. Service Requirements 1.Contractor must have a permanent, principal place of business, in which the service is provided, within the city limits of Corpus Christi, Texas. 2.Contractor shall perform basic repairs, overhauls, servicing, removal and installation of rebuilds. 3.Contractor shall perform both electrical and mechanical diagnostics. 4.Contractor shall perform preventative and unscheduled maintenance and repair, including parts and labor. 5.Contractor shall provide Original Equipment Manufacturer (OEM) parts. Aftermarket parts will only be accepted when OEM are no longer available. 6.Contractor shall not subcontract any repairs. 7.Contractor is responsible for any towing charges incurred for immediate failures after repairs have been completed by the Contractor. 8.If Contractor experiences immediate failure when delivering vehicles, Contractor shall use the City’s contracted towing company to return the vehicles for repair. B.Lead Time 1.Contractor shall give first responder vehicles first priority and shall provide same-day priority service. This standard will apply to a full six-day work week, Monday through Saturday, and include items covered under warranty as well as non-warranty repairs. 2.Contractor shall have four business days, Monday through Friday, 8:00 AM to 5:00 PM, and Saturday 8:00 AM to 12:00 PM to complete what is constituted as a minor repair according to the manufacturer. 3.Contractor shall have eight business days, Monday through Friday, 8:00 AM to 5:00 PM, and Saturday 8:00 AM to 12:00 PM to complete what is considered major repair according to the manufacturer. Extensions require approval from the Contractor Administrator. C.Pickup/Delivery 1.The City will use its authorized contracted towing company to deliver the inoperative vehicle to the Contractor. The City will notify the Contractor of vehicles being towed and delivered to Contractor for repairs. On the same day the vehicle is received, the Contractor shall send an email to the Contract Administrator. Contractor will indicate the date the vehicle was received, repair estimate and estimated completion time of service. 2.Asset Management Staff will transport operative vehicles to and from the Contractor’s facility. 3.Contractor shall be available to pick up and deliver operable vehicles If Asset Management staff are unable to pick up/deliver them. 3.Invoicing A. Labor shall be invoiced for actual hours worked times the hourly rate as outlined on the Quote/Pricing Schedule form. B. Materials shall be provided to the City at Cost and allowable contract mark up. The Contractor shall include copies of receipts as back-up for each invoice. 4.Contractor Quality Control and Superintendence The Contractor 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 Contractor will also provide supervision of the work to insure it complies with the contract requirements. 5.Warranty Minimum one-year warranty Page 2 of 3 Page 3 of 3 Scope of Work Attachment A-1 US Truck Class Duty Classification Gross Vehicle Weight Rating Range Class 4 Medium truck 14,001 – 16,000 pounds Class 5 Medium truck 16,001 – 19,500 pounds Class 6 Medium truck 19,501 – 26,000 pounds Class 7 Heavy truck 26,0001 – 33,000 pounds Class 8 Heavy truck 33,001 pounds & over CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT BID FORM RFB No. 2589 Off-Site Transmission Repairs for Vehicles Over 14,000 lbs. Gross Vehicle Weight Rating PAGE 1 OF 1 Date: 12/04/2019 Bidder: Allison Trans Tech, LLC Authorized Signature: 1.Refer to "Instructions to Bidders" and Contract Terms and Conditions beforecompleting 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 consul tation, 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. Truck Class 4 - 8 Transmission Repairs 3 Labor rate for transmission Hour 13600 $ 95.00 $342,000.00 repairs/rebuilds Estimated Mark Up% Estimated Spend Spend + Mark Up 4 Parts and materials for $174,000.00 10 % $191,400.00 transmission repairs/rebuilds TOTAL $533,400.00 RFB was bid out awarding a primary and secondary Contractor. This Contractor is primary to the contract for an amount not to exceed $186,000.00. Page 1 of 3 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I.CONTRACTOR’S LIABILITY INSURANCE A.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. B.Contractor must furnish to the City’s Risk Manager and Fire Chief 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 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/ Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate GARAGE KEEPERS PHYSICAL DAMAGE COVERAGE including: 1.Physical Damage on a Direct Primary Basis Actual Cash Value of Vehicles While in Care, Custody or Control C.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. Page 2 of 3 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 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. 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 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 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. E.Within five (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 Page 3 of 3 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. 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 stop work hereunder, and/or withhold any payment(s) 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 contract. 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 contract. I.It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Purchasing Auto Garage Services and Repairs - Off Site 04/09/2019 sw Risk Management BOND REQUIREMENTS: Section 5. Insurance; Bonds. Subsection (B) is null to this Service Agreement Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Class 4-8 - minimum one-year warranty Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SERVICE AGREEMENT NO. 2744 Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR THIS Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and Rittgers' Services, Inc. dba Greatstate Transmissions (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR in response to Request for Bid/Proposal No. 2589 (“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 Off-Site Transmission Repairs for Vehicles Over 14,000 lbs GVWR (“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. This Agreement is for three years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $124,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 Invoices will 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: Frank Olvera Department: Asset Management/Fleet Maintenance Phone: 361-826-1917 or 361-815-5901 Email: FranciscoO@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 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 Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 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. Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 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. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Frank Olvera Title: Vehicle and Equipment Admin Inspector Address: 5352 Ayers, Bldg 3B, Corpus Christi, TX 78405 Phone: 361-826-1917 or 361-815-5901 Fax: 361-826-4596 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 IF TO CONTRACTOR: Rittgers' Services, Inc. dba Greatstate Transmissions Attn: Mark Rittgers Title: President Address: 3487 S. Padre Island Dr., Corpus Christi, TX 78415 Phone: 361-855-4637 Fax: 361-855-1722 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B)Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 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. 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. 21. 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. 22. 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). 23. 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. 24. 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. 25. 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. Page 1 of 3 ATTACHMENT A: SCOPE OF WORK 1.General Requirements/Background Information Contractor shall provide parts and services for repairs to vehicle transmissions to include Class 4-8 vehicles for the City of Corpus Christi Asset Management Department as outlined in this Scope of Work. Services will be performed on an as needed basis. The types of vehicles are shown in Attachment A-1. 2.Scope of Work A. Service Requirements 1.Contractor must have a permanent, principal place of business, in which the service is provided, within the city limits of Corpus Christi, Texas. 2.Contractor shall perform basic repairs, overhauls, servicing, removal and installation of rebuilds. 3.Contractor shall perform both electrical and mechanical diagnostics. 4.Contractor shall perform preventative and unscheduled maintenance and repair, including parts and labor. 5.Contractor shall provide Original Equipment Manufacturer (OEM) parts. Aftermarket parts will only be accepted when OEM are no longer available. 6.Contractor shall not subcontract any repairs. 7.Contractor is responsible for any towing charges incurred for immediate failures after repairs have been completed by the Contractor. 8.If Contractor experiences immediate failure when delivering vehicles, Contractor shall use the City’s contracted towing company to return the vehicles for repair. B.Lead Time 1.Contractor shall give first responder vehicles first priority and shall provide same-day priority service. This standard will apply to a full six-day work week, Monday through Saturday, and include items covered under warranty as well as non-warranty repairs. 2.Contractor shall have four business days, Monday through Friday, 8:00 AM to 5:00 PM, and Saturday 8:00 AM to 12:00 PM to complete what is constituted as a minor repair according to the manufacturer. 3.Contractor shall have eight business days, Monday through Friday, 8:00 AM to 5:00 PM, and Saturday 8:00 AM to 12:00 PM to complete what is considered major repair according to the manufacturer. Extensions require approval from the Contractor Administrator. C.Pickup/Delivery 1.The City will use its authorized contracted towing company to deliver the inoperative vehicle to the Contractor. The City will notify the Contractor of vehicles being towed and delivered to Contractor for repairs. On the same day the vehicle is received, the Contractor shall send an email to the Contract Administrator. Contractor will indicate the date the vehicle was received, repair estimate and estimated completion time of service. 2.Asset Management Staff will transport operative vehicles to and from the Contractor’s facility. 3.Contractor shall be available to pick up and deliver operable vehicles If Asset Management staff are unable to pick up/deliver them. 3.Invoicing A. Labor shall be invoiced for actual hours worked times the hourly rate as outlined on the Quote/Pricing Schedule form. B. Materials shall be provided to the City at Cost and allowable contract mark up. The Contractor shall include copies of receipts as back-up for each invoice. 4.Contractor Quality Control and Superintendence The Contractor 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 Contractor will also provide supervision of the work to insure it complies with the contract requirements. 5.Warranty Minimum one-year warranty Page 2 of 3 Page 3 of 3 Scope of Work Attachment A-1 US Truck Class Duty Classification Gross Vehicle Weight Rating Range Class 4 Medium truck 14,001 – 16,000 pounds Class 5 Medium truck 16,001 – 19,500 pounds Class 6 Medium truck 19,501 – 26,000 pounds Class 7 Heavy truck 26,0001 – 33,000 pounds Class 8 Heavy truck 33,001 pounds & over CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT BID FORM RFB No. 2589 Off-Site Transmission Repairs for Vehicles Over 14,000 lbs. Gross Vehicle Weight Rating PAGE 1 OF 1 Date: /" --,..._ '\ ·, Authorized Bidder: (.>/f'(A.f;ft/"f I '1S.."5hJ,S'),1,,..5 Signature : 1.Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2.Quote your best price for each item. 3.In submitting this bid, Bidder certifies that: a.the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b.Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Contracts and Procurement office, pursuant to the Code of Ordinances, is current and true. c.Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d.Bidder acknowledges receipt and review of all addenda for this RFB. Truck Class 4 -8 Transmission Repairs 3 Labor rate for transmission Hour 3600 s loo . O'O s J{� OCIOrepairs/rebuilds Estimated Mark Up% Estimated Spend Spend +Mark Up 4 Parts and materials for $174,000.00 �s %s �/�So o transmission repairs/rebuilds TOTAL s s77 S'oo ' RFB was bid out awarding primary and secondary Contractor. This Contractor is secondary to the contract, for a contract value in an amount not to exceed $124,000.00 Page 1 of 3 ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I.CONTRACTOR’S LIABILITY INSURANCE A.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. B.Contractor must furnish to the City’s Risk Manager and Fire Chief 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 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/ Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate GARAGE KEEPERS PHYSICAL DAMAGE COVERAGE including: 1.Physical Damage on a Direct Primary Basis Actual Cash Value of Vehicles While in Care, Custody or Control C.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. Page 2 of 3 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 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. 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 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 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. E.Within five (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 Page 3 of 3 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. 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 stop work hereunder, and/or withhold any payment(s) 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 contract. 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 contract. I.It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Purchasing Auto Garage Services and Repairs - Off Site 04/09/2019 sw Risk Management BOND REQUIREMENTS: Section 5. Insurance; Bonds. Subsection (B) is null to this Service Agreement Page 1 of 1 ATTACHMENT D: WARRANTY REQUIREMENTS Class 4-8 - minimum one-year warranty DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a five-year service agreement with Ranger Fire Inc. in an amount not to exceed $155,345.00 for Fire System Inspection and Monitoring for the Corpus Christi International Airport (CCIA), effective upon issuance of notice to proceed, with FY 2020 funding in an amount of $11,650.00 available through the Airport Fund and $3,88 4.00 available through the Airport Customer Facility Charge Fund. SUMMARY: This motion authorizes a service agreement with Ranger Fire Inc. for fire system inspection and monitoring. These services are necessary to keep the fire systems operational at the international airport. BACKGROUND AND FINDINGS: The CCIA fire system is a manual/automated system that senses smoke, fire, or manual alarm triggers which initiate an audible evacuation notice or if required the activation of the fire suppression system (sprinkler system). The CCIA fire sprinkler and alarm system is a key Life Safety feature of the airport terminal system. This critical Life Safety system requires annual certifiable inspections and repairs as needed to maintain the continuity and integrity of its components. Inspections and repairs must be done by a certified fire systems company which will verify the system’s ability to accurately and spontaneously react to fire and smoke situations in the airport terminal. Ultimately, customer and tenant Fire System Inspection and Monitoring for CCIA AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 safety are enhanced and desirable by a well maintained and monitored fire protection system. The Contracts and Procurement Department conducted a competitive Request for Bid process to obtain bids for a new contract. The City received four responsive, responsible bids. Staff recommends award to the lowest responsive, responsible bidder, Ranger Fire Inc. ALTERNATIVES: The alternative would be to continue to get quotes for the service of the fire system; however, with a service agreement the CCIA would have a schedule of inspections and monitoring for the next five years. FISCAL IMPACT: The fiscal impact for CCIA in FY 2020 is $15,534.00 for a five-year service agreement for fire system inspection and monitoring, with the remaining cost of $139,811.00 funded in future years through the annual budget process. Funding Detail: Fund: 4610 Airport Fund Organization/Activity: 35040 Facilities Mission Element: 271 Maintain Facilities Airport Property Project # (CIP Only): n/a Account: 530210 Building Maint & Service Cost: $11,650.00 Fund: 4632 Airport CFC Fund Organization/Activity: 35065 Apt Quick Turnaround Facility Mission Element: 272 Manage Airport Operations Project # (CIP Only): n/a Account: 530210 Building Maint & Service Cost: $3,884.00 RECOMMENDATION: Staff recommends approval of this motion authorizing a five-year service agreement with Ranger Fire Inc. for fire system inspection and monitoring as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement Service Agreement Standard Form – Airport Page 1 of 8 SERVICE AGREEMENT NO. 2226 Fire System Inspection and Monitoring for CCIA THIS Fire System Inspection and Monitoring for CCIA Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Ranger Fire Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Fire System Inspection and Monitoring for CCIA in response to Request for Bid/Proposal No. 2226 (“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 Fire System Inspection and Monitoring for CCIA (“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. This Agreement is for five years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $155,345.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form – Airport Page 2 of 8 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: Gabriel Anton Aviation Department 361-289-0171 GabrielA@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 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 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. Service Agreement Standard Form – Airport Page 3 of 8 7. Inspection and Acceptance. Any Services 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. 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. Service Agreement Standard Form – Airport Page 4 of 8 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments and Changes. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Any changes that alter the method, price, or schedule of work must be allowable, allocable, within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 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 related 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: Gabriel Anton Facilities Manager 1000 International Dr., Corpus Christi, TX 78406 Phone: 361-289-0171 Fax: 361-826-4404 IF TO CONTRACTOR: Ranger Fire Inc. Attn: Donald Vickery Project Manager 360 South Blue Mound Rd., Saginaw, TX 76131 Phone: 817-847-7757 Fax: n/a Service Agreement Standard Form – Airport Page 5 of 8 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) Termination for Cause. The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. 19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims Service Agreement Standard Form – Airport Page 6 of 8 or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. 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. 21. 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. 22. 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). 23. 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. 24. 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. 25. 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. 26. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior Service Agreement Standard Form – Airport Page 7 of 8 negotiations, arrangements, agreements and understandings, either oral or written, between the parties. 27. Federal Funding Requirements. This project is subject to requirements provided for the Federal Aviation Administration (FAA) and/or other federal agencies. A set of Federal Requirements 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. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as the FAA, or its designee may by appropriate instructions require and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. [Signature Page Follows] CONTRACTOR Title: p r {_ S I d� A-l- Date: 'Zf Z5J ZQ CITY OF CORPUS CHRISTI Kim Baker Director of Contracts and Procurement Date: ---------- APPROVED AS TO LEGAL FORM Assistant City Attorney Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Date Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Attachment E: Federal Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 2226 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form -Airport Page 8 of 8 Attachment A: Scope of Work 1.1 General Requirements A.The Contractor shall provide annual maintenance and inspections for fire extinguishers, backflow preventers, fire panel system, and fire sprinkler system for the Corpus Christi International Airport. B.The Contractor will provide fire alarm monitoring at specified locations listed in the Scope of Work. C.The Contractor will perform all work in accordance with NFPA, Federal, State, OSHA and local standards. D.The Contractor shall provide all labor, materials, parts, tools and equipment necessary to perform inspections, maintenance, repair, monitoring and testing as outlined in this Scope of Work. 1.2 Scope of Work A.Fire Extinguishers 1.The Contractor will perform annual maintenance and inspections to dry-chemical and Co2 type portable fire extinguishers. During annual inspections, hydrostatic tests, recharges, and replacements may be performed as needed to pass inspection. 2.The Contractor will inspect fire extinguishers at location and recharge, retag, replace or repair fire extinguishers as needed. Extinguishers must be tested to verify they are adequately charged, in proper working condition, and placed in a proper location. 3.The Contractor will follow all applicable codes with each extinguisher for annual inspection, service, selection, and placement. 4.The Contractor will submit a written report to the Contract Administrator which shall include the findings, inspection date, time, and the technician’s name. The report will identify equipment type/class or placement discrepancies and offer recommendations if applicable. B.Backflow Preventers 1.The Contractor will perform annual inspections on both fire and domestic backflow preventers by a licensed and certified technician. The locations are both landside and sterile side of operations and include the following: a.Six fire sprinkler backflow preventers Page 1 of 4 b.14 domestic backflow preventers 2.The Contractor will verify that all backflow assemblies are installed in accordance with manufacturer recommendations and local codes. 3.The Contractor will verify that each backflow assembly has been tested and maintained as required by TCEQ regulations and is certified to be operating within acceptable parameters. 4.The Contractor will verify that all check valves on all devices are free of debris and in nominal operating condition. 5.The Contractor will perform pressure testing on all ports available for each backflow system. 6.The Contractor will review the overall condition of each backflow system tested and submit to the Contract Administrator. 7.The Contractor will provide the Contract Administrator copies of all backflow prevention assembly tests and maintenance reports. 8.The Contractor will report any deficiencies in backflow preventer testing directly to the Contract Administrator. 9.The Contractor shall provide a cost estimate to the Contract Administrator to repair any backflow assemblies that fail inspection. C.Fire Sprinkler Systems 1.The Contractor will perform annual inspections on Fire sprinkler systems including installed equipment, alarm devices, hose connections, hose racks, and fire department connections. 2.The Contractor will ensure all facilities comply with all applicable rules and regulations. D.Fire Alarm Systems 1.Panel Inspections a.The Contractor will perform annual inspections of installed equipment, including complete testing of all smoke detectors and pull stations, fuses, lamps, LED’s, and control equipment. b.The Contractor will provide the Contract Administrator with test reports following inspections. c.The Contractor will clear the panel of any type of notifications including: alarm, alert, trouble, open circuity, etc., prior to conducting the fire alarm inspection. Page 2 of 4 d.The Contractor will bring the panel back online after all the fire alarm inspections are completed. 2.Monitoring a.The Contractor will provide annual monitoring service at the Maintenance Facility Building (MFB) and at the Quick Turn Around Facility (QTA). b.The Contractor will provide a 24-hour UL (Underwriters Laboratories) station for monitoring alarm stations. c.The Contractor will provide backup communication using a radio or cell phone. E.Service Requirements 1.The Contractor will contact the Contract Administrator to schedule all work. 2.The Contractor will perform services during normal business hours Monday – Friday 8:00 AM – 5:00 PM. 3.The Contractor will be escorted by City personnel for access to secured areas. 4.The Contractor will perform the services following all regulations and guidelines in accordance with the facilities safety requirements and must meet industry standards. 5.The Contractor will clean up work area after services are complete. 1.3 Work Site and Conditions The work shall be performed at the following locations: Facility Address CCIA Main Terminal 1000 International Drive, Corpus Christi, TX 78406 Quick Turn-Around (QTA) Facility 474 Pinson Road, Corpus Christi, TX 78406 Maintenance Facility Building (MFB) 308 Hangar Lane, Corpus Christi, TX 78406 Aircraft Rescue Fire Fighting Facility 1000 International Drive, Corpus Christi, TX 78406 1.4 Warranty A.The Contractor will provide a six-month warranty on all parts and components. Any failed part or component will be replaced with a new similar item within the warranty period without any cost to the City. B.The Contractor agrees to replace all defective items delivered under this contract free of charge. Page 3 of 4 C.The Contractor will pay all transportation charges covering return replacement and installation of these items. 1.5 Invoicing and Payment A.The Contractor will submit invoices for annual inspections after completion of service. Each invoice will include the work description, location and date of maintenance, and list of materials that were replaced. B.The Contractor will submit invoices for monitoring service as an annual fee. 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program approved by the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Page 4 of 4 Page 2 of 2 Fire Extinguishers 7. Portable Fire Extinguisher Annual Inspection – 2.5 lb. PW – 1 portable fire extinguisher YR 5 8. Portable Fire Extinguisher Annual Inspection – 5 lb. ABC – 19 portable fire extinguishers YR 5 9. Portable Fire Extinguisher Annual Inspection – 10 lb. ABC – 25 portable fire extinguishers YR 5 10. Portable Fire Extinguisher Annual Inspection – 20 lb. CO2 – 2 portable fire extinguishers YR 5 11. Portable Fire Extinguisher Annual Inspection – 20 lb. BC, – 1 portable fire extinguishers YR 5 12. Portable Fire Extinguisher Annual Inspection – 20 lb. Purp. K – 1 portable fire extinguishers YR 5 13. Portable Fire Extinguisher Annual Inspection – 30 lb. D – 1 portable fire extinguisher YR 5 Labor & Repair 14. Labor- Monday-Friday 8:00am-5:00pm HR 290 15. After Hours Labor – Monday-Friday 5:01pm- 7:59am, Weekends and Holidays HR 80 Estimated Spend % Mark Up Estimated Spend + Mark Up 16. Parts and materials for repairs $50,000.00 Total 12% $85 $24,650 $155 $12,400 $56,000 $42 $210 $912 $4,560 $1,350 $6,750 $210 $1,050 $65 $325 $105 $525 $135 $675 $155,345 Attachment C: Insurance and Bond Requirements A.CONTRACTOR’S LIABILITY INSURANCE 1.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. 2.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 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/ Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1.Owned 2.Hired and Non-Owned 3.Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 3.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. Page 1 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 an amount sufficient to assure that all workers’ compensation obligations incurred by the Contractor will be promptly met. 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 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 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, 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 thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 5.Within five (5) calendar days of a suspension, cancellation, or non-renewal 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. Page 2 of 3 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 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. 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 agreement. 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 agreement. 9.It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2019 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/26/2019 Risk Management – Legal Dept. No bond is required for this service agreement; therefore, Section 5, Insurance; Bonds, subsection 5 (B) is null and void. Page 3 of 3 Attachment D: Warranty Requirements A.The Contractor will provide a six-month warranty on all parts and components. Any failed part or component will be replaced with a new similar item within the warranty period without any cost to the City. B.The Contractor agrees to replace all defective items delivered under this contract free of charge. C.The Contractor will pay all transportation charges covering return replacement and installation of these items. Page 1 of 1 ATTACHMENT E: FEDERAL REQUIREMENTS E.1 GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. E.2 Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the non- discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E.3 Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). City of Corpus Christi Bid Tabulation Sr. Buyer: Minerva Alvarado RFB 2226 - Fire System Inspection and Monitoring for CCIA Item Description Unit Qty Unit Price per Year Total Price Unit Price per Year Total Price Unit Price per Year Total Price Unit Price per Year Total Price 1 Annual Backflow Preventer-14 backflow preventers YR 5 $1,750.00 $8,750.00 $2,450.00 $12,250.00 $2,870.00 $14,350.00 $1,480.50 $7,402.50 2 Annual Fire Backflow Preventer Inspection-6 fire backflow preventers YR 5 $570.00 $2,850.00 $2,100.00 $10,500.00 $1,050.00 $5,250.00 $635.00 $3,175.00 3 Annual Fire Sprinkler System Inspection-2 fire sprinkler system YR 5 $2,000.00 $10,000.00 $1,620.00 $8,100.00 $1,200.00 $6,000.00 $2,060.00 $10,300.00 4 Annual Fire Panel System Inspection- once a year-4 Buildings YR 5 $4,000.00 $20,000.00 $8,788.00 $43,940.00 $8,513.00 $42,565.00 $8,547.00 $42,735.00 5 Annual Fire System Monitoring at Maintenance Facility Bldg YR 5 $660.00 $3,300.00 $600.00 $3,000.00 $450.00 $2,250.00 $360.00 $1,800.00 6 Annual Fire System Monitoring at Quick Turn Around Facility YR 5 $660.00 $3,300.00 $600.00 $3,000.00 $450.00 $2,250.00 $360.00 $1,800.00 7 Portable Fire Extinguisher Annual Inspection-2.5 lb. PW - 1 portable fire extinguisher YR 5 $42.00 $210.00 $8.50 $42.50 $3.75 $18.75 $6.75 $33.75 8 Portable Fire Extinguisher Annual Inspection-5 lb. ABC - 19 portable fire extinguishers YR 5 $912.00 $4,560.00 $8.50 $42.50 $90.00 $450.00 $128.25 $641.25 9 Portable Fire Extinguisher Annual Inspection-10 lb. - 25 portable fire extinguishers YR 5 $1,350.00 $6,750.00 $8.50 $42.50 $101.25 $506.25 $168.75 $843.75 10 Portable Fire Extinguisher Annual Inspection-20 lb. CO2 - 2 portable fire extinguishers YR 5 $210.00 $1,050.00 $8.50 $42.50 $3.75 $18.75 $13.50 $67.50 Fire System Monitoring Service Fire Extinguishers Johnson Controls Fire Protection Western States Fire Protection Annual Inspections Ranger Fire, Inc.Koetter Fire Protection 1 Item Description Unit Qty Unit Price per Year Total Price Unit Price per Year Total Price Unit Price per Year Total Price Unit Price per Year Total Price 11 Portable Fire Extinguisher Annual Inspection-20 lb. BC - 1 portable fire extinguisher YR 5 $65.00 $325.00 $8.50 $42.50 $15.00 $75.00 $6.75 $33.75 12 Portable Fire Extinguisher Annual Inspection-20 lb. Purp. K - 1 portable fire extinguishers YR 5 $105.00 $525.00 $8.50 $42.50 $213.75 $1,068.75 $6.75 $33.75 13 Portable Fire Extinguisher Annual Inspection-30 lb. D - 1 portable fire extinguisher YR 5 $135.00 $675.00 $8.50 $42.50 $15.00 $75.00 $6.75 $33.75 14 Labor-Monday-Friday 8:00am-5:00pm HR 290 $85.00 $24,650.00 $60.00 $17,400.00 $112.00 $32,480.00 $90.00 $26,100.00 15 After Hours Labor-Monday-Friday 5:01pm-7:59am, Weekends and Holidays HR 80 $155.00 $12,400.00 $90.00 $7,200.00 $168.00 $13,440.00 $120.00 $9,600.00 % Mark Up Estimated Spend + Mark up % Mark Up Estimated Spend + Mark up % Mark Up Estimated Spend + Mark up % Mark Up Estimated Spend + Mark up 16 Parts & Material for Repairs 12.00%$56,000.00 20.00%$60,000.00 20.00%$60,000.00 10.00%$55,000.00 Total $155,345.00 $165,687.50 $180,797.50 $159,600.00 Estimated Spend $50,000.00 Ranger Fire, Inc.Koetter Fire Protection Johnson Controls Fire Protection Labor & Repair Western States Fire Protection 2 DATE: March 24, 2020 TO: Peter Zanoni, City Manager FROM: Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a five-year service agreement with Petroleum Solutions, Inc. of Edinburg, Texas for a total amount not to exceed $324,420.00 for fuel system inspection, maintenance, and repair services for the Corpus Christi International Airport (CCIA), effective upon issuance of notice to proceed, with funding in the amount of $14,865.00 available through the FY 2020 Airport Fund and $17,577.00 available through the FY 2020 Airport Customer Facility Charge Fund. SUMMARY: This motion authorizes a service agreement with Petroleum Solutions, Inc. for fuel system inspection, maintenance, and repairs services. These services are necessary to maintain vital fueling functions for the gas pump stations at the Quick Turnaround (QTA) and Facilities Corpus Christi International Airport. BACKGROUND AND FINDINGS: The Corpus Christi Airport Quick Turnaround (QTA) and Facilities gas pump stations provide vital fueling functions for Emergency, Operations, Maintenance and Rental Car vehicles at Corpus Christi International Airport. It is paramount that these fueling stations be kept in good operating condition. The stations are also inspected annually by the state and county, therefore, ensuring that they are properly maintained is essential. Fuel System Inspection, Maintenance, and Repairs for CCIA AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 The Contracts and Procurement Department conducted a competitive Request for Bid (RFB) process to obtain bids for this service contract. The City received one responsive, responsible bid. These services are very specialized and there are limited contractors who can perform these services. Staff reached out to vendors that currently perform this type of service and determined the price to be fair and reasonable, and recommend award Petroleum Solutions, Inc. ALTERNATIVES: The alternative to accepting this bid would be to reject the bid and to request the services by competitively bid again. However, based on the outreach to vendors who perform this type of work, no other companies were interested in submitting a bid because of the specialized requirements. Furthermore, additional delay in securing a long-term agreement could result in the fueling stations not being operable or in compliance during annual inspections by the county and state. FISCAL IMPACT: The fiscal impact for CCIA in FY 2020 is $32,442.00 for Fuel System Inspection, Maintenance, and Repairs, with the remaining cost of this five year agreement of $291,978.00 will be funded in future years through the annual budget process. FUNDING DETAIL: Fund: 4610 Airport Fund Organization/Activity: 35040 Facilities Mission Element: 271 Maintain Facilities Airport Property Project # (CIP Only): n/a Account: 530210 Building Maintenance & Service Cost: $14,865.00 Fund: 4632 Airport CFC Fund Organization/Activity: 35065 Apt Quick Turnaround Facility Mission Element: 271 Maintain Facilities Airport Property Project # (CIP Only): n/a Account: 530210 Building Maintenance & Service Cost: $17,577.00 RECOMMENDATION: Staff recommends approval of this motion authorizing a five-year service agreement with Petroleum Solutions, Inc. as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement CITY OF CORPUS CHRISTI BID TABULATION CONTRACTS AND PROCUREMENT DEPARTMENT RFB 2493 BUYER: LOIS HINOJOSA Fuel Inspection, Maintenance, and Repairs for CCIA Annual Inspections 1 Annual Inspection of QTA Fuel System EA 5 2 Annual Inspection of MFB Fuel System EA 5 Maintenace and Repairs 3 Labor - Regular Operating Hours (Monday-Friday 8AM-5PM CT)HRS 600 4 Labor - After Hours (Monday-Sunday 5:01PM-7:59PM CT, including weekends and holidays) HRS 150 5 Parts/Materials Petroleum Solutions Inc. Edinburg, Texas 14,274.00$ 71,370.00$ ITEM DESCRIPTION QTY UNIT PRICE TOTAL PRICEUNIT 214.00$ 32,100.00$ Markup %Qty + Markup 8,850.00$ 44,250.00$ 107.00$ 64,200.00$ $90,000.00 $ 324,420.00 TOTAL: Estimated Spend 25%$112,500.00 Page 1 of 1 Service Agreement Standard Form – Airport Page 1 of 8 SERVICE AGREEMENT NO. 2493 Fuel System Inspection, Maintenance, and Repairs for CCIA THIS Fuel System Inspection, Maintenance, and Repairs for CCIA Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home- rule municipal corporation (“City”) and Petroleum Solutions Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Fuel System Inspection, Maintenance, and Repairs for CCIA in response to Request for Bid/Proposal No. 2493 (“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 Fuel System Inspection, Maintenance, and Repairs for CCIA (“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. This Agreement is for five years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $324,420.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form – Airport Page 2 of 8 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: Gabriel Anton Department Aviation Phone: 361-289-0171 Ext. 1266 Email: GabrielA2@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 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 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. Service Agreement Standard Form – Airport Page 3 of 8 7. Inspection and Acceptance. Any Services 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. 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. Service Agreement Standard Form – Airport Page 4 of 8 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments and Changes. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Any changes that alter the method, price, or schedule of work must be allowable, allocable, within the scope of any federal grant or cooperative agreement, and reasonable for the completion of the project scope. 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 related 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: Gabriel Anton Title: Facilities Manager Address: 1000 International Drive, Corpus Christi, Texdas 78406 Phone: 361-289-0171 Ext. 1266 Email: GabrielA2@cctexas.com IF TO CONTRACTOR: Petroleum Solutions Inc. Attn: David Whittington Title: Chief Financial Officer Address: 100 Perimeter Drive, Suite H, Morrisville, North Carolina 27560 Phone: 919-838-7559 Email: dwhittington@jones-frank.com Service Agreement Standard Form – Airport Page 5 of 8 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) Termination for Cause. The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Termination for Convenience. Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. In the event of termination for convenience, the Contractor will be compensated for all Services performed prior to the date of termination. The City shall have no further obligations to the Contractor. 19. Effect of Breach. In addition to the remedy of termination, if the Contractor violates or breaches any provision of the Agreement, the City may pursue any other claims Service Agreement Standard Form – Airport Page 6 of 8 or causes of action available under the law. No specific sanctions or penalties apply to this Agreement except those that are otherwise available under the law. 20. 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. 21. 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. 22. 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). 23. 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. 24. 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. 25. 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. 26. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior Service Agreement Standard Form – Airport Page 7 of 8 negotiations, arrangements, agreements and understandings, either oral or written, between the parties. 27. Federal Funding Requirements. This project is subject to requirements provided for the Federal Aviation Administration (FAA) and/or other federal agencies. A set of Federal Requirements 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. The Contractor will insert in any subcontracts all Federal Provisions/Requirements contained in the Agreement, such other clauses as the FAA, or its designee may by appropriate instructions require and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses. [Signature Page Follows] Page 1 of 3 ATTACHMENT A: SCOPE OF WORK General Requirements/Background Information 1. The Contractor shall provide fuel system annual inspections and as-needed maintenance and repairs to the Corpus Christi International Airport’s Quick Turn Around Rental Car Facility (QTA) fuel system and the Maintenance Facility Building (MFB) fuel system as outlined in this Scope of Work. 2. The QTA fuel system is used to provide fuel to the rental car companies that do business at the airport and is located at 474 Pinson Drive, Corpus Christi, Texas 78406. The QTA fuel system consists of the following tanks: Two 10,000-gallon above ground tank for unleaded gasoline 3. The MFB fuel system provides fuel for the Department of Aviation and is located at 308 Hangar Lane, Corpus Christi, Texas 78406. The MFB fuel system consists of the following tanks: A. One 2,000-gallon above ground tank for unleaded gasoline B. One 2,000-gallon above ground tank for ultra-low sulfur red-dyed diesel Scope of Work 1. The Contractor shall provide all labor, materials, equipment, tools, and supervision necessary to perform the services in this agreement. 2. The Contractor shall provide annual inspection, cleaning, maintenance, and repair of fuel lines, tanks, and other system components. 3. The Contractor shall perform the following services during annual inspections: A. Inspect and replace as needed all dispenser and pump filters, both internal and external. B. Inspect and clean petroleum storage tanks and perform corrosion control. C. Provide licensed/certified repair of electrical failure conditions to include pulsars, CPU and mechanical failures. Page 2 of 3 D. Check for proper flow of each dispenser/pump. E. Inspect or repair dispenser lines, nozzle and break-a-ways. F. Calibrate fuel/oil dispensers with seal and dates of tests. G. Perform leak detection tests on fuel tanks. 4. The Contractor shall perform maintenance and repairs on an on-call, as- needed basis. 5. The Contractor shall respond to request for service within eight hours of call during regular operating hours. Regular operating hours is defined as Monday through Friday 8:00AM to 5:00PM Central Time. 6. The Contractor shall respond to emergency requests for service within four hours of call during regular operating hours or after hours, including weekends and holidays. After hours is defined as Monday through Sunday 5:01PM to 7:59AM Central Time, including weekends and holidays. 7. The Contractor’s technicians must be certified and/or licensed to perform all electrical and petroleum services under this agreement. 8. The Contractor shall deliver in-stock parts within two days of order placement. The Contractor shall delivery non-stock parts within ten days of order placement. All part orders must be approved by the Contract Administrator prior to the order being placed. 9. All materials and equipment shall meet national, state, and local codes. Warranty 1. The Contractor shall supply at minimum ninety-days on workmanship and a manufacturer’s warranty on all parts and components specified to be supplied to the City. Within the warranty period, any failed part of component will be replaced with a new and similar item at no cost to the City. 2. The Contractor shall agree to replace free of charge all defective items delivered under this agreement. 3. The Contractor shall pay all transportation charges covering return Page 3 of 3 replacement and installation of these items. Compensation and Payment 1. The Contractor shall invoice after completion of services as follows: Tanks: A. One annual fee upon completion of each inspection. B. As needed maintenance and repairs with labor at actual hours worked and materials at actual cost-plus markup. Page 1 of 1 Attachment B – Schedule of Pricing Attachment C: Insurance and Bond Requirements CONTRACTOR’S LIABILITY INSURANCE A. 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. B. 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 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non-Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS’S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY (Including Cleanup and Remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate C. 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. 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 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. 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 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 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. E. Within five (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. 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 stop work hereunder, and/or withhold any payment(s) 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 contract. 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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements CCIA – Airport’s Quick Turn Around Facility Fuel System Inspection, Maintenance and Repair Services 12/14/2018 sw Risk Management Valid Through 12/31/2019 No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection (B) is null and void. Attachment D: Warranty Requirements The Contractor shall provide a minimum ninety-days on workmanship and a manufacturer’s warranty on all parts and components specified to be supplied to the City. Within the warranty period, any failed part of component will be replaced with a new and similar item at no cost to the City. The Contractor shall agree to replace free of charge all defective items delivered under this agreement. The Contractor shall pay all transportation charges covering return replacement and installation of these items. ATTACHMENT E: FEDERAL REQUIREMENTS E.1 GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. E.2 Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the non- discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. E.3 Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub- recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). DATE: April 21, 2020 TO: Peter Zanoni, City Manager FROM: Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 Bill Mahaffey, Director of Gas Operations BiilM@cctexas.com (361) 826-1801 CAPTION: Motion authorizing a two-year supply agreement with Broen, Inc. in an amount not to exceed $241,594.80 to purchase Broen gas valves that will be stocked in the warehouse for use by the Gas Operations Department, effective upon issuance of notice to proceed, with FY 2020 funding in the amount of $50,332.00 available in the Stores Fund. SUMMARY: This motion authorizes a two-year supply agreement with Broen, Inc. in an amount not to exceed $241,594.80 to purchase 2”, 4” and 6” Broen gas ball valves to control the flow of gas. The various ball valves will be purchased by the City Warehouse as a central distribution center and will be sold to Gas Operations. BACKGROUND AND FINDINGS: These various gas valves will be used by the City of Corpus C hristi Gas Operations on new or existing gas distribution gas mains and regulator stations to control the flow of gas. The weld x weld is designed for buried service to isolate gas in case of emergency or a by-pass. Ball valves are used for flow and pressure control and shut off for corrosive fluids, slurries, normal liquid, and gases. These ball valves deliver maximum strength and resistance to pipeline pressure and stress. Full-port ball valves have a bore internal diameter approximately equal to the pipeline ID, which reduces friction. Broen ball valves offer the following advantage’s: long term 100% tightness, minimum pressure loss on the Broen Gas Valves for the City Warehouse AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 bore, circular bore, easy control, maintenance free operation, compact construction and mechanical and chemical resistance. The Contracts and Procurement Department conducted a competitive RFB process to obtain bids for a new contract. The City received three bids, two responsive, responsible bids and one non-responsive bid, and is recommending the award to the lowest responsive, responsible bidder, Broen Inc. ALTERNATIVES: An alternative to accepting this bid would be to require Gas Operations to purchase Broen gas valves on an as needed basis, which would not be as productive. In addition, a long - term agreement allows for better economy of scale. FISCAL IMPACT: The fiscal impact for Contracts and Procurement in FY 2020 is $50,332.00 for this two- year supply, with the remaining cost of $191,262.80 to be funded in future years through the annual budget process. Funding Detail: Fund: 5010 Stores Organization/Activity: 40000 Warehouse Stores Mission Element: 185 Centralized Purchasing System Project # (CIP Only): N/A Account: 520210 Cost of Goods Sold RECOMMENDATION: Staff recommends approval of this motion authorizing a two-year supply agreement with Broen Inc for Broen gas valves as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement CITY OF CORPUS CHRISTI BID TABULATION CONTRACTS AND PROCUREMENT RFB 2544 - BROEN GAS VALVES BUYER: CINDY RAMOS ITEM CITY STOCK # DESCRIPTION UNIT 2 YEAR QTY UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 1691 2" FLANGE ENDS BALL VALVE FLANGE XFLANGE-285PSI-ANSI 150 MFRS #2BMF285PLFPSB14S EA 24 $ 389.55 $ 9,349.20 $ 458.26 $ 10,998.24 2 4787 2" WELD END BALL VALVE WELD X WELD-285-ANSI 150 MFRS #2BMW285PLFPSB14S EA 360 $ 311.60 $ 112,176.00 $ 366.60 $ 131,976.00 3 4788 4" WELD END BALL VALVE WELD X WELD-285-ANSI 150 MFRS #4BMW285PLFPSB14S EA 72 $ 678.20 $ 48,830.40 $ 797.86 $ 57,445.92 4 4789 6" WELD END BALL VALVE WELD X WELD-285-ANSI 150 MFRS #6BMW285PLFPSB14S EA 48 $ 1,484.15 $ 71,239.20 $ 1,746.06 $ 83,810.88 Total $ 241,594.80 $ 284,231.04 * EGW Utilities, Inc is non-responsive due to incomplete document submission. BROEN, INC OAK RIDGE NORTH, TX *EGW UTILITIES, INC CORPUS CHRISTI, TX SECOR HOUSTON, TX Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form July 11, 2019 SUPPLY AGREEMENT NO. 2544 Broen Gas Valves THIS Broen Gas Valves Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Broen, Inc (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Broen Gas Valves in response to Request for Bid No. 2544 (“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 Broen Gas Valves 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. This Agreement is for two years. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $241,594.80, 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. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form July 11, 2019 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: Robert Presnell Department: Contracts and Procurement Phone: 361-826-1750 Email: robertpr@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 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form July 11, 2019 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form July 11, 2019 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: Robert Presnell Title: Stores Supervisor Address: 5352 Ayers, Bldg 6, Corpus Christi, TX 78415 Phone: 361-826-1750 Fax: 361-826-1690 IF TO CONTRACTOR: Broen, Inc Attn: Misty Barnes Title: General Manager Address: 27657 Commerce Oaks Drive, Oak Ridge North, TX 77385 Phone: 713-300-0480 Fax: N/A 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 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form July 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. 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. 21. 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 Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form July 11, 2019 Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22. 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). 23. 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. 24. 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. 25. 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. (SIGNATURE PAGE FOLLOWS) Page 1 of 1 ATTACHMENT A: SCOPE OF WORK 1. General Requirements/Background Information The City uses and stocks Broen gas valves at the City Warehouse for use by Gas Operations to install and maintain gas lines for the City. 2. Scope of Work A. The Contractor shall provide Broen gas valves as outlined on Bid/Pricing Schedule. B. The Contractor shall cross reference the City’s stock number listed on the Bid/Pricing schedule. The City agrees not to change the stock numbers assigned to each item for the duration of the contract. 3. Contractor Quality Control and Superintendence All Broen gas valves will be defect free, properly packed and shipped to ensure a safe delivery. 4. Special Instructions A. Ordering and Delivery 1. City will place an order on as needed basis. 2. Contractor shall ship the materials within 2 weeks of received order to the City Warehouse, located at 5352 Ayers St. Building 6, Corpus Christi, Texas 78415. 3. All contract prices are F.O.B. destination, inside delivery to the City of Corpus Christi Facility, freight prepaid. 4. Contractor must send Technical data sheet along with the delivery of the material. City will not accept any products that do not conform to the specifications. 5. If any items found defective, unusable or inoperable to the condition, Contractor shall arrange return shipment or shipping charge will be reimbursed from the invoice. 6. Contractor understands and agrees that the City may, at its discretion, cancel any backorders due to the Contractor’s inability to deliver the product within the set time frame. 7. Cancellations shall be in writing and sent to Contractor by email, fax or mail. 8. No restocking fee or payment of any kind shall be owed for orders cancelled due to Contractor’s inability to meet the deadline delivery date. B. Defective Goods Contractor shall pay for return shipment on any products that arrive in a defective, unusable or inoperable condition. Contractor must arrange for the return shipment of damaged products. Page 1of 1 RFQ Revised 1.3.2018 ATTACHMENT C: INSURANCE REQUIREMENT No insurance is required, therefore Section 5. is null to this Supply Agreement Page 1of 1 RFQ Revised 1.3.2018 ATTACHMENT D: WARRANTY REQUIREMENTS The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects when accepted by the City. DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 Kevin Norton, Director of Water Utilities KevinN@cctexas.com (361) 826-1874 CAPTION: Motion authorizing a three-year supply agreement with Core & Main, LP in an amount not to exceed $205,333.80 for the purchase of service saddle taps for underground water supply pipes, effective upon issuance of notice to proceed, with FY 2020 funds in an amount of $28,520.00 available in the Stores Fund. SUMMARY: This motion authorizes a supply agreement with Core & Main, LP to purchase service saddle taps used in underground pipes to supply water to new homes, businesses, and other areas. The service saddle taps are being purchased by the City W arehouse and will be stocked for purchase and distribution to the Utilities Department. BACKGROUND AND FINDINGS: Saddle Taps are used in the City’s waterlines to tap into mains to supply water to new homes, businesses, and other areas. The use of saddles allows installation of new piping into existing mains while the lines are live, keeping pipeline shutdowns limited and allows for good customer service to existing clients. These service saddle taps are stocked in the City W arehouse and are ordered on an as needed basis by the Utilities Department. Supply Agreement for Service Saddle Taps For the City Warehouse AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 The Contracts and Procurement Department conducted a competitive request for bid (RFB) process to obtain bids for a new contract. The City received one responsive, responsible bid. The Contracts and Procurement Department conducted a market value comparison through an internet search of the commodities included in the request for bids. Prices were found to be competitively priced and is recommending the award to Core & Main, LP. ALTERNATIVES: An alternative to accepting this bid would be to require the Warehouse to purchase the service saddle taps on an as needed basis. This may lead to not having the inventory on- hand for the Utilities Department in a timely manner, which would not be as productive as having a supply agreement in place. FISCAL IMPACT: The fiscal impact for the Contracts and Procurement Department in FY 2020 is $28,520.00 for a three-year supply agreement for the purchase of service saddle taps, with the remaining cost of $176,813.80 funded in future years through the annual budget process. FUNDING DETAIL: Fund: 5010 Stores Organization/Activity: 40000 Warehouse Stores Mission Element: 185 Centralized Purchasing System Project # (CIP Only): n/a Account: 520210 Cost of Goods Sold RECOMMENDATION: Staff recommends approval of this motion authorizing a three-year supply agreement with Core & Main, LP as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement City of Corpus Christi Bid Tabulation Sr. Buyer: Minerva Alvarado RFB 2843 - Service Saddle Taps Item City Stock #Description Unit 3 Year Qty Unit Price Total Price 1 1249 Service Saddle 2"x.75" Tap Smith Blair 315-0025606-000 EA 45 $31.10 $1,399.50 2 1250 Service Saddle 2"x1" Tap-CT Smith Blair 315-0021308-000 EA 30 $31.10 $933.00 3 1251 Service Saddle 2"x1" Tap Smith Blair 315- 0025608-000 EA 90 $31.10 $2,799.00 4 1252 Service Saddle 2.5"x1" Tap Smith Blair 315-0029108-000 EA 60 $31.75 $1,905.00 5 1253 Service Saddle 3"x1" Tap Smith Blair 315- 0035408-000 EA 30 $32.35 $970.50 6 1254 Service Saddle 4"x1" Tap Smith Blair 315- 0048008-000 EA 30 $31.05 $931.50 7 1255 Service Saddle 4"x1" Tap Smith Blair 315- 0056308-000 EA 60 $31.40 $1,884.00 8 1256 Service Saddle 4"x1.5" Tap Smith Blair 315-0056312-000 EA 30 $39.25 $1,177.50 9 1257 Service Saddle 4"x2" Tap Smith Blair 315- 0056314-000 EA 30 $39.25 $1,177.50 10 1258 Service Saddle 6"x.75 Smith Blair 315- 0076006-000 EA 225 $36.50 $8,212.50 11 1259 Service Saddle 24"x2" Tap Smith Blair 317-00258014-000 EA 9 $258.95 $2,330.55 12 1260 Service Saddle 24"x1.5" Tap Smith blair 317-00258012-000 EA 9 $258.95 $2,330.55 13 1261 Service Saddle 24"x2" Tap Smith Blair 362-00285014-000 EA 9 $286.10 $2,574.90 14 1262 Service Saddle 6"x1 Tap Smith Blair 315- 0076008-000 EA 720 $36.50 $26,280.00 15 1263 Service Saddle 6"x1.5" Smith Blair 315- 0076012-000 EA 72 $42.85 $3,085.20 16 1264 Service Saddle 6"x2" Tap Smith Blair 315- 0076014-000 EA 72 $42.85 $3,085.20 17 1265 Service Saddle 8"x.75" Tap Smith Blair 315-00101006-000 EA 360 $43.40 $15,624.00 Page 1 of 3 Core & Main, LP Corpus Christi, TX Item City Stock #Description Unit 3 Year Qty Unit Price Total Price 18 1266 Service Saddle 8"x1" Tap Smith Blair 315- 00101008-000 EA 234 $43.40 $10,155.60 19 1267 Service Saddle 8"x1.5" Tap Smith Blair 315-00101012-000 EA 54 $51.55 $2,783.70 20 1268 Service Saddle 8"x2" Tap Smith Blair 315- 00101014-000 EA 54 $51.55 $2,783.70 21 1269 Service Saddle 10"x1" Tap Smith Blair 317-00121208-000 EA 36 $85.70 $3,085.20 22 1270 Service Saddle 10"x2" Tap Smith Blair 317-00121214-000 EA 18 $99.40 $1,789.20 23 1271 Service Saddle 12"x.75" Tap Smith blair 315-00143206-000 EA 18 $54.85 $987.30 24 1272 Service Saddle 12"x1" Tap Smith Blair 315-00143208-000 EA 54 $54.85 $2,961.90 25 1273 Service Saddle 12"x1.5" Tap Smith Blair 317-001432012-000 EA 36 $106.80 $3,844.80 26 1274 Service Saddle 12"x2" Tap Smith Blair 317-143214-000 EA 24 $114.25 $2,742.00 27 1275 Service Saddle 16"x.75" Tap Smith Blair 317-00178006-000 EA 18 $138.50 $2,493.00 28 1276 Service Saddle 16"x1" Tap Smith Blair 317-00178008-000 EA 18 $138.50 $2,493.00 29 1277 Service Saddle 16"x1.5" Tap Smith Saddle 317-00178012-000 EA 18 $150.00 $2,700.00 30 1278 Service Saddle 16"x2" Tap Smith Blair 317-0078014-000 EA 18 $150.00 $2,700.00 31 1279 Service Saddle 20"x2" Tap Smith Blair 317-00216014-000 EA 12 $223.50 $2,682.00 32 2299 Service Saddle 36"x2" Tap smith Blair 366-00377214-0000 EA 60 $462.50 $27,750.00 33 4255 Service Saddle 18"x2" Tap Smith Blair 317-00195014-000 EA 60 $195.65 $11,739.00 34 4595 Service Saddle 14"x2" Tap Smith Blair 317-156514-000 EA 60 $123.80 $7,428.00 35 4724 Service Saddle 16"x2" Tap Smith Blair 317-189514-000 EA 60 $154.05 $9,243.00 36 4773 Service Saddle 8"x2" Tap Smith Blair 372- 090514-000 EA 60 $96.35 $5,781.00 37 4774 Service Saddle 10"x2" Tap Smith Blair 372-111014-000 EA 60 $101.30 $6,078.00 Page 2 of 3 Item City Stock #Description Unit 3 Year Qty Unit Price Total Price 38 4775 Service Saddle 12"x2" Tap Smith Blair 372-132014-000 EA 60 $106.95 $6,417.00 39 4776 Service Saddle 16"x2" Tap Smith Saddle 372-1740014-000 EA 60 $127.95 $7,677.00 40 4855 Service Saddle 4"x2" Tap Sch 40 Smith Blair 315-045514-000 EA 60 $38.65 $2,319.00 Grand Total $205,333.80 Page 3 of 3 Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SUPPLY AGREEMENT NO. 2843 Service Saddle Taps THIS Service Saddle Taps Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Core & Main, LP (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Service Saddle Taps in response to Request for Bid No. 2843 (“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 Service Saddle Taps 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. This Agreement is for three years. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount not to exceed $205,333.80, 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. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Robert Presnell Contracts and Procurement 361-826-1750 RobertPR@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 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or in an attachment to this Agreement. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 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: Robert Presnell Stores Supervisor 5352 Ayers, Bldg. 6, Corpus Christi, TX 78415 Phone: 361-826-1750 Fax: n/a IF TO CONTRACTOR: Core & Main, LP Attn: Paul D. Rodriguez Branch Operations Manager 6941 Leopard, Corpus Christi, TX 78409 Phone: 361-289-2660 Fax: n/a 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 Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. 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. 21. 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 Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form November 11, 2019 Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 22. 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). 23. 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. 24. 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. 25. 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. 26. 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. (SIGNATURE PAGE FOLLOWS) Attachment A: Scope of Work 1.1 General Requirements/Background Information A.The Contractor shall provide saddle service taps as outlined in this Scope of Work. B.Saddles are used in the city water lines to tap into mains in order to supply water to new homes, businesses and other areas. C.Use of a saddle allows installation of new piping into existing mains while the lines are live, keeping pipeline shutdowns limited and allows for good customer service to existing clients. 1.2 Scope of Work A.The Contractor shall provide saddle taps in various sizes as shown on the bid form. B.The Contractor shall provide supply items within 14 days. C.All material shipped will be delivered with an accompanying delivery ticket listing the City stock number. D.The Contractor shall not impose a minimum order. The City will be able to order any amount at any time. E.Saddle Taps are manufacturer specific. Manufacturer name and product number are included on the bid form. 1.3 Work Site and Conditions Items shall be delivered to the City Warehouse, located at 5352 Ayers St., Building #6, Corpus Christi, TX 78415. 1.4 Contractor Quality Control and Superintendence The Contractor 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 Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.5 Special Instructions A.The Contractor shall provide supply items within 14 days. B.All material shipped will be delivered with an accompanying delivery ticket listing the City stock number. Page 1 of 1 Page 2 of 3 Page 3 of 3 Attachment C: Insurance Requirements No insurance is required for this supply agreement; therefore, Section 5, Insurance is null and void Page 1 of 1 Attachment D: Warranty Requirement No warranty is required for this supply agreement; therefore; Section 8, subsection 8 (B) is null and void. Page 1 of 1 DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Peter Collins, Director of Information Technology PeterC@cctexas.com (361) 826-3735 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing a three-year license and maintenance agreement with Flycast Partners, Inc. for the amount of $218,188.54 for the purchase renewal of Ivanti cloud- based Service Desk subscription licenses and support maintenance to be used by Information Technology Department for Help Desk services, asset management and reporting, effective upon issuance of a notice to proceed, with FY 2020 funding in the amount of $120,137.32 available through the Info Tech Fund. SUMMARY: The motion authorizes a service agreement with Flycast Partners, Inc. for the purchase of Ivanti cloud-based Service Desk subscription licenses and support maintenance for the IT Department through The Texas Department of Information Resources (DIR) Cooperative. BACKGROUND AND FINDINGS: This renewal continues the licenses and maintenances for the Ivanti cloud-based Service Desk subscription. Ivanti (formerly LanDesk) software has been utilized by the IT Department since 2008. This solution provides a method for City employees to request IT support and provides ticket tracking, historical reporting, and IT asset management. This purchase includes services to assist IT with upgrading to the new Ivanti Service Manager, provides knowledge transfer, and training to IT support staff. Ivanti Service Manager AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 The Information Technology Department reached out to the Contracts and Procurement Department to issue a solicitation for a long-term contract through The Texas Department of Information Resources (DIR) Cooperative. Contracts awarded through DIR Cooperative have been competitively procured, in compliance with Texas local and state procurement requirements. ALTERNATIVES: An alternative to not renewing the licenses would be detrimental to the City of Corpus Christi. The City relies on employees to report any issues they have experienced. FISCAL IMPACT: The fiscal impact for the IT Department in FY 2020 is an amount not to exceed $120,137.32 for the three-year agreement, with the remaining cost of $98,051.22 to be budgeted in future years through the annual budget process. FUNDING DETAIL Fund: 5210 Info Tech Organization/Activity: 40480 Service Desk Mission Element: 243 Provide End User Support Project # (CIP Only): n/a Account: 520105 Computer Software $49,025.61 Fund: 5210 InfoTech Organization/Activity: 40480 Service Desk Mission Element: 243 Provide End User Support Project # (CIP only): n/a Account: 530000 Professional Services $67,349.11 Fund: 5210 InfoTech Organization/Activity: 40400 Training Supervisory Mission Element: 243 Provide End User Support Project # (CIP only): n/a Account: 530360 Training Supervisory $3,762.60 RECOMMENDATION: Staff recommends approval of this motion authorizing a three -year agreement with Flycast Partners, Inc. for the purchase and support of licenses for the IT Department. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SERVICE AGREEMENT NO. 2990 Ivanti-Service Manager THIS Ivanti Service Manager Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and Flycast Partners, Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Ivanti Service Manager in response to Request for Bid/Proposal No. DIR-TSO-4288 (“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 Ivanti Service Manager (“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. This Agreement is for three years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $218,188.54, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Gabriel Cuellar Information Technology 361-826-3835 GabrielC@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 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 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. Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Gabriel Cuellar IT Asset Analyst II 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3835 Fax: 361-826-3048 IF TO CONTRACTOR: Flycast Partners, Inc. Attn: Brenda Puff Account Manager 3637 4th Street N, Ste 490, St. Petersburg, FL 33704 Phone: 727-300-0216 Fax: n/a Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B)Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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 6 of 7 Approved as to Legal Form November 11, 2019 20. 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. 21. 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. 22.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). 23.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. 24.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. 25.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. 26.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 7 Approved as to Legal Form November 11, 2019 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI ________________________________________________ Kim Baker Director of Contracts and Procurement Date: _________________________ 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. DIR-TSO-4288 Exhibit 2: Contractor’s Bid/Proposal Response Kim Gagnon Director of Operations Mar 26, 2020 Attachment A: Scope of Work The Contractor shall provide the following: 1.Ivanti Service Manager – Service Management licenses for 40 concurrent analyst licenses. 2.A single license subscription for one year to the global academy for training. 3.Provide software as a Service Business Intelligence reporting server cloud subscription. 4.Install and configure three environments (Dev., UAT, Production). 5.Configure Group & user Configuration for one user profile import (single flat file or Directory Services integration). 6.Create and populate seven support teams. 7.Configure user roles: example End User, Service Desk Analyst & Service Desk Manager each providing different privileges and access levels. 8.Install and configure one self-service portal site. 9.Install and configure one Knowledge Management process. 10. Create/Modify one ISM Dashboard. 11. Create/Modify one ISM saved search. 12. SSRS setup validation. 13. Configure one Incident Management process with up to two levels of categorization. 14. Configure one e-mail domain and one e-mail listener. 15. Incident Management setup four priority levels configured (example: P1, P2, P3, P4). 16. Incident Management setup three Incident templates. 17. Problem Management setup one Problem Management process set up with link to incident. 18. Service Catalog (request management) setup one medium level request Queue (10 fields, 1 approval, up to 2 tasks). 19. Asset Manager setup up to four dashboards. 20. Asset Manager setup tracking for up to four types of hardware assets from up to four different sources. Page 1 of 2 21. Asset Manager setup tracking for software vendors from up to four different sources. 22. Asset Manager setup tracking for consumables. 23. Asset Manager setup one Product catalog with up to two items per asset type (8 total). 24. Asset Manager Configure one Discovery Connector (e.g. SCCM, EPM, DCD, etc.) 25. Knowledge Transfer Session for up to four (hours). Page 2 of 2 QTY DESCRIPTION LIST PRICE UNIT PRICE TOTAL PRICE 40 Ivanti Service Manager - Service Management Concurrent Cloud Analyst with Asset Manager Subscription 1 Year Part Number - SM-SMAMCU-C1 List Price Per License - 1,920.00 DIR-TSO-4288 46% Flycast Partners DIR Customer Discount $1,920.00 $1,039.05 $41,562.00 1 Ivanti Service Manager - SaaS BI Reporting Server Cloud Subscription, Powered by HEAT Part Number - SM-BI-C List Price Per License - 12,412.42 DIR-TSO-4288 40% Flycast Partners DIR Customer Discount $12,412.42 $7,463.61 $7,463.61 1 GLOBAL ACADEMY SUBSCRIPTION - SINGLE USER Part Number - TRNG-IGA-1 List Price Per License - 3,995.00 DIR-TSO-4288 6% Flycast Partners DIR Customer Discount $3,995.00 $3,762.60 $3,762.60 P R O P O S A L PROPOSAL # FCPQ3723 DATE 1/9/2020 Remit to: Flycast Partners 3637 4th Street N, Ste 490 St Petersburg FL 33704 City of Corpus Christi Frank De Los Santos 1201 Leopard St Corpus Christi, TX 78401 USA Phone: (361) 826-3047 Email: frankd@cctexas.com ACCOUNT MANAGER TERMS P.O. NUMBER EXPIRATION DATE Brenda Puff Net 30 3/27/2020 To accept this quotation, sign here and return: Thank you for this opportunity to submit our quotation for your review. By signing this Quote or issuing a PO referencing this Quote, Customer acknowledges and represents that Flycast Partners has a complete and final binding order(s) with Customer for the products listed on this quote. Payment will be due within thirty days of receipt of an invoice unless otherwise indicated. We won’t let this happen to you.1 of 3 Attachment B: Bid/Pricing Schedule 1 SERVICE MANAGER PROFESSIONAL -IMPLEMENTATION SUCCESS PACKAGE - Estimated 14.5 Days Part Number - SVCS-UWM-CSTM-5 List Price Per License - 45,000.00 DIR-TSO-4288 6% Flycast Partners DIR Customer Discount $45,000.00 $42,382.27 $42,382.27 1 IT ASSET MANAGEMENT - CUSTOM SERVICES PACKAGE - Estimated 10 Days Part Number - SVCS-UWM-CSTM-5 List Price Per License - 26,650.00 DIR-TSO-4288 6% Flycast Partners DIR Customer Discount $26,650.00 $24,966.84 $24,966.84 40 Ivanti Service Manager - Service Management Concurrent Cloud Analyst with Asset Manager Subscription 1 Year Part Number - SM-SMAMCU-C1 List Price Per License - 1,920.00 DIR-TSO-4288 46% Flycast Partners DIR Customer Discount $1,920.00 $1,039.05 $41,562.00 1 Ivanti Service Manager - SaaS BI Reporting Server Cloud Subscription, Powered by HEAT Part Number - SM-BI-C List Price Per License - 12,412.42 DIR-TSO-4288 40% Flycast Partners DIR Customer Discount $12,412.42 $7,463.61 $7,463.61 40 Ivanti Service Manager - Service Management Concurrent Cloud Analyst with Asset Manager Subscription 1 Year Part Number - SM-SMAMCU-C1 List Price Per License - 1,920.00 DIR-TSO-4288 46% Flycast Partners DIR Customer Discount $1,920.00 $1,039.05 $41,562.00 To accept this quotation, sign here and return: Thank you for this opportunity to submit our quotation for your review. By signing this Quote or issuing a PO referencing this Quote, Customer acknowledges and represents that Flycast Partners has a complete and final binding order(s) with Customer for the products listed on this quote. Payment will be due within thirty days of receipt of an invoice unless otherwise indicated. We won’t let this happen to you.2 of 3 1 Ivanti Service Manager - SaaS BI Reporting Server Cloud Subscription, Powered by HEAT Part Number - SM-BI-C List Price Per License - 12,412.42 DIR-TSO-4288 40% Flycast Partners DIR Customer Discount $12,412.42 $7,463.61 $7,463.61 *Quote in US Funds. Taxes and expenses not included and billed separately unless specified in description, quote subject to management approval.TOTAL $218,188.54 To accept this quotation, sign here and return: Thank you for this opportunity to submit our quotation for your review. By signing this Quote or issuing a PO referencing this Quote, Customer acknowledges and represents that Flycast Partners has a complete and final binding order(s) with Customer for the products listed on this quote. Payment will be due within thirty days of receipt of an invoice unless otherwise indicated. We won’t let this happen to you.3 of 3 Attachment C: Insurance and Bond 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 Administer 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 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 cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate ERRORS & OMMISSIONS $1,000,000 Per Occurrence $1,000,000 Aggregate CYBER LIABILITY $1,000,000 Per Occurrence $1,000,000 Aggregate 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. 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. Page 1 of 3 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 insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; •Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; •Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and •Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. 5.Within five (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. 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. Page 2 of 3 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. 2019 Insurance Requirements Ins. Req. Exhibit 7-B IT Contracts - Software Support, Configuration, Implementation and Maintenance 04/26/2019 Risk Management – Legal Dept. No bond is required for this service agreement; therefore, Section 5 Insurance; Bonds, subsection 5 (B) is null and void. Page 3 of 3 Attachment D: Warranty Requirements No warranty is required for this service agreement; therefore, Section 8, Warranty, subsection 8 (A), and 8 (B) are null and void. Page 1 of 1 City of Corpus Christi Price Sheet Sr. Buyer: Minerva Alvarado Ivanti-Service Desk Application DIR-TSO-4288 Item Description Qty Unit Price Total Price 1 Ivanti Service Manager-Service Management Concurrent Cloud Analyst with Asset Manager Subscription-Year 1 40 $1,039.05 $41,562.00 2 Ivanti Service Manager-SaaS BI Reporting Server Cloud Subscription-Year 1 1 $7,463.61 $7,463.61 3 Global Academy Subscription-Single User- Year 1 1 $3,762.60 $3,762.60 4 Service Manager Professional- Implementation Success Package 1 $42,382.27 $42,382.27 5 IT Asset Management-Custom Services Package 1 $24,966.84 $24,966.84 Total Year 1 $120,137.32 6 Ivanti Service Manager-Service Management Concurrent Cloud Analyst with Asset Manager Subscription-Year 2 40 $1,039.05 $41,562.00 7 Ivanti Service Manager-SaaS BI Reporting Server Cloud Subscription-Year 2 1 $7,463.61 $7,463.61 Total Year 2 $49,025.61 8 Ivanti Service Manager-Service Management Concurrent Cloud Analyst with Asset Manager Subscription-Year 3 40 $1,039.05 $41,562.00 9 Ivanti Service Manager-SaaS BI Reporting Server Cloud Subscription 1 7463.61 $7,463.61 Total Year 3 $49,025.61 Grand Total $218,188.54 Flycast Partners, Inc. DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: Jermel Stevenson, Director of Park and Recreation JermelS@cctexas.com 361-826-3042 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com 361-826-3169 CAPTION: Motion authorizing a six-month service agreement with PlayCore Wisconsin, Inc. dba GameTime in an amount not to exceed $739,150.85 for the installation of 14 playground units, effective upon issuance of notice to proceed, with FY 2020 funding in the amount of $739,150.85 available through the Community Enrichment Fund. SUMMARY: This motion authorizes a six-month service agreement for the installation of 14 playground units at 14 City parks. BACKGROUND AND FINDINGS: The installation of 14 playgrounds is a step toward meeting Parks and Recreations’ goal #3: Increase Recreation Opportunities and Activities, of the 2012 Parks and Recreation Master Plan. These playground units were purchased with a matching grant from GameTime and have been delivered. Funding for this service is from the Community Enrichment Fund. Contractor is responsible for installing the 14 playground units in accordance with the latest edition of the U.S. Consumer Product Safety Commission. Installatio n will include grading the subgrade in preparation of the fall zone base, which is a concrete pad, and then the installation of the poured-in-place rubber fall surface. Removal of existing playgrounds will be completed by the Parks and Recreation Construction Crew. The Installation of Playground Equipment AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 playgrounds are scheduled to be installed at the following parks:  Schanen – remove and replace existing playground  West Guth – playground already removed, install new playground  Cullen – remove and replace existing playground  North Pope Park – remove and replace existing playground  Aquarius – remove and replace existing playground  Brockhampton – playground already removed, install new playground  Dan Whitworth – remove and replace existing playground  St. Andrews – park currently has two playgrounds; one on each side of the park - both playgrounds will be removed, but only one replaced  Oso Park – remove and replace existing playground  South Bay – playground already removed, install new playground  Hudson – remove and replace existing playground  Glen Arbor – remove and replace existing playground  Sugar – remove and replace existing playground  Collier – remove and replace existing playground This procurement is through the US Communities Cooperative, a purchasing vehicle used by government agencies to reduce cost. Contracts awarded through the US Communities Cooperative have been competitively procured in compliance with Local and State procurement requirements. ALTERNATIVES: There is no alternative. The playground equipment has already been purchased and delivered. Installation is the final phase in replacing playground equipment at 14 parks in an effort to meet Parks and Recreations’ goal #3: Increase Recreation Opportunities and Activities, of the 2012 Parks and Recreation Master Plan. FISCAL IMPACT: The fiscal impact for Parks and Recreation in FY 2020 is $739,150.85 for this one-time service. FUNDING DETAIL: Fund: 4720 Comm Enrichment Fund Organization/Activity: 21300 Park Acq or Devel- Unrestricte Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $111,982.39 Fund: 4720 Comm Enrichment Fund Organization/Activity: 21315 5 Woodbend Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $40,937.50 Fund: 4720 Comm Enrichment Fund Organization/Activity: 21374 Crossgate Linear Park Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $117,201.11 Fund: 4720 Comm Enrichment Fund Organization/Activity: 21636 Vantage UpRvrRd/Hghwy Vlg Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $64,894.44 Fund: 4720 Comm Enrichment Fund Organization/Activity: 21671 Glen Arbor Park Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $40,214.59 Fund: 4720 Comm Enrichment Fund Organization/Activity: 21387 Brighton Village Unit 8B Mission Element: 141 Manage & Maintain Parks & Rec Facilities Project # (CIP Only): N/A Account: 550030 Improvements other than Bldg Cost: $54,608.02 And various other Orgs in Fund 4720 Comm Enrichment Fund, for a total of $739,150.85 RECOMMENDATION: Staff recommends approval of this motion authorizing a six-month service agreement with PlayCore Wisconsin, Inc. dba GameTime as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement Service Agreement Standard Form Page 1 of 7 SERVICE AGREEMENT NO. 73867 Installation of Playground Equipment THIS Installation of Playground Equipment Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and PlayCore Wisconsin, Inc. dba GameTime (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Installation of Playground Equipment in response to Request for Bid/Proposal No. COOP USC 201700134 (“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 Installation of Playground Equipment (“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. This Agreement is for six months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $739,150.85, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 2 of 7 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: Jose Hernadez Department: Parks & Recreation Phone: 361-826-3986 Email: JoseHe@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 endorsement 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 in the event of a claim. 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 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. Service Agreement Standard Form Page 3 of 7 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. 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. Service Agreement Standard Form Page 4 of 7 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Roberta Rodriguez Title: Contract/Funds Administrator Address: 1201 Leopard St., Corpus Christi, TX 78401 Phone: 361-826-3166 Fax: 361-826-3864 IF TO CONTRACTOR: PlayCore Wisconsin, Inc. dba GameTime Attn: Clint Whiteside Title: Sales Administration Project Manager Address: 544 Chestnut Street, Chattanooga, TN 37402 Phone: 423-425-3162 Fax: 423-648-5903 Service Agreement Standard Form Page 5 of 7 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, BUT ONLY TO THE EXTENT SUCH ARISES OUT OF 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 TO THE EXTENT THAT CONTRACTOR IS AT FAULT. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A)The City Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B)Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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. In the event of the City’s termination of this Contract for the City’s convenience, Contractor shall be paid the applicable contract value for all compliant completed increments of Work and Work in progress. Service Agreement Standard Form Page 6 of 7 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. 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. 21. 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. 22.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). 23.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. 24.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. 25.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 7 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI ________________________________________________ Kim Baker Director of Contracts and Procurement Date: _________________________ APPROVED AS TO LEGAL FORM: ______________________________________________________ Assistant City Attorney Date 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. COOP USC 201700134 Exhibit 2: Contractor’s Bid/Proposal Response Page 1 of 3 ATTACHMENT A: SCOPE OF WORK 1.General Requirements/Background Information Contractor shall install 14 Playground Units, fall zone base and poured-in-place (PIP) fall surfacing at the parks listed below. All installation shall be in accordance with the Public Playground Safety Handbook latest edition produced by the U.S. Consumer Product Safety Commission. 2.Scope of Work A. Installation of Timber Ridge Playground Units, Fall Zone Base and PIP Surfacing 1.Locations: Collier Park, 3801 Harris Dr., Corpus Christi, TX 78411 Oso Place Park, 1000 Prince, Corpus Christi, TX 78412 South Bay Park, 1013 Harbor Lights, Corpus Christi, TX 78412 Brockhampton Park, 5934 Brockhampton St., Corpus Christi, TX 78414 2.Installation of playground units: a. Contractor is responsible for grading subgrade for base installation for pour in place surfacing. b. Contractor shall Install playground units per manufactures instructions. 3.Contractor shall install a 1656 SF concrete slab and is responsible for but, not limited to: a.All material and work to complete forming for concrete pad. b.All material and work to complete reinforcing with wire mesh. c.All material and work to complete placement and finishing of concrete. d.All material and work to complete cleaning. 4.Contractor shall install 1656 SF at required depth per fall height of one poured in place rubber pad per park. The Contractor is responsible for, but not limited to: a.All material and labor to complete mixing of bonding agent and rubber surfacing. b.All material and labor to complete placement of pour in place rubber pad. 5.Water is available at two Parks, if water is unavailable at the installation site a 30 gallon barrel and water source will be provided at 5352 Ayers Bldg #4. B. Installation of Loop Around Playground Units, Fall Zone Base and (PIP) Surfacing 1.Locations: North Pope, 3901 Ft. Worth, Corpus Christi, TX 78411 Hudson Park, 8025 Erne, Corpus Christi, TX 78409 Glen Arbor Park, 5842 Tanglewood, Corpus Christi, TX 78412 Page 2 of 3 Aquarius Park, 15002 Aquarius St., Corpus Christi, TX 78418 Sugar Park, 7342 Candy Ridge, Corpus Christi, TX 78413 2.Installation of playground units: a.Contractor is responsible for grading subgrade for base installation for pour in place surfacing. b.Contractor shall Install playground units per manufactures instructions. 3.Contractor shall install a 1140 SF concrete slab and is responsible for, but not limited to: a.All material and work to complete forming for concrete pad. b.All material and work to complete reinforcing with wire mesh. c.All material and work to complete placement and finishing of concrete. d.All material and work to complete cleaning. 4.Contractor shall install 1140 SF at required depth per fall height of one poured in place rubber pad per park. The Contractor is responsible for, but not limited to: a.All material and labor to complete mixing of bonding agent and rubber surfacing. b.All material and labor to complete placement of pour in place rubber pad. 5.Water is available at two Parks, if water is unavailable at the installation site a 30 Gal barrel and water source will be provided at 5352 Ayers Bldg #4. C. Installation of Sky Ridge Playground Units, Fall Zone Base and (PIP) Surfacing 1. Locations: Schanen Park, 5930 O’Toole, Corpus Christi, TX 78413 Dan Whitworth Park, 701 S. Pius, Corpus Christi, TX 78412 Cullen Park, 910 Airline, Corpus Christi, TX 78412 St. Andrews Park, 5902 St. Andrews, Corpus Christi, TX 78413 West Guth Park, 9700 Up River Rd., Corpus Christi, TX 78410 2.Installation of playground units: a.Contractor is responsible for grading subgrade for base installation for pour in place surfacing. b.Contractor shall install of playground units per manufactures instructions. 3.Contractor shall install a 1710 SF concrete slab. a.All material and work to complete forming of concrete pad. b.All material and work to complete reinforcing with wire mesh. c.All material and work to complete placement and finishing of concrete. Page 3 of 3 d.All material and work to complete clean up 4.Contractor shall install 1710 SF at required depth per fall height of one poured in place rubber pad per park. The Contractor is responsible for, but not limited to: a.All material and labor to complete mixing of bonding agent and rubber surfacing. b.All material and labor to complete placement of pour in place rubber pad. 5.Water is available at four Parks, if water is unavailable at the installation site a 30 Gal barrel and water source will be provided at 5352 Ayers Bldg. #4. D. Special Requirements 1.The Contractor shall be responsible for loading, offloading and transportation of playground units to the installation sites at no additional cost; all playground units are stored at 5352 Ayers Bldg. #4, Corpus Christi, Texas 78416. 2.All material and labor to complete clean up, including offsite disposal of spoils. 3.Scheduling of installations will be coordinated through the Contract Administrator. 4.Damage to park grounds or amenities caused by Contractor negligence will be the responsibility of the Contractor to repair. 5.Utility line location will be provided by the City of Corpus Christi. 3.Insurance and Bonds Insurance will be required as outlined in the contract. Payment and Performance bonds will also be required for 100% of the construction amount of the project. Insurance and bonds must be maintained throughout the term of the contract. ATTACHMENT B: QUOTE/PRICING SCHEDULE CITY OF CORPUS CHRISTI QUOTE FORM 1.Refer to "Sample Service Agreement" Contract Terms and Conditions before completing quote. 2.Quote your best price, Including freight, for each Item. 3.In submitting this quote, vendor certifies that the prices In this quote have been arrived at Independently, without consultation, communica tion, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. I It ti t t FOB D ti r F I ht I I d d nv a on o quo e, es na 10n , reg nc u e DESCR IPTION QTY UNIT 1641 SF poured in place surface 4 EA Installation of Timber Ridge Unit 4 EA 1664 SF poured in place surface 5 EA Installation of Sky Ridge Unit 5 EA 1109 SF poured in place surface 5 EA Installation of Loop Around Unit 5 EA Lump Payment and Performance Bonds 1 Sum TOTAL COMPANY: PlayCore Wisconsin, Inc. dba GameTime NAME OF PE RSON AUTHORIZED TO SIGN: Clint Whiteside ADDRESS: 544 Chestnut Street, Chattanooga, TN 37 402 , on th f II e o owing: UNIT PRICE PRICE TOTAL $23,445.34 $93,781.36 $35,570.41 $142,281.64 $35,637.76 $112,738.00 $35,637.76 $178,188.80 $14,286.02 $71,430.10 $25,928.57 $129,642.85 $11 ,088.10 $11,088.10 $739, 150.85 PHONE: 423-425-3162 EMAIL: clint .whiteside@gametime.com FAX: 423-648-5903 DA TE: 1/10/2020 SIGNATURE: TITLE: Sales Administration Pro·ect Mana er THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. Page lot 1 __________$22,547.60 _____ Initial correction Page 1 of 3 ATTACHMENT C: INSURANCE AND BOND 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 30-written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability Including: 1.Commercial Broad Form 2.Premises – Operations 3.Products/Completed Operations 4.Contractual Liability 5.Independent Contractors 6.Personal Injury- Advertising Injury $1,000,000 Per Occurrence AUTO LIABILITY (including) 1.Owned 2.Hired and Non-Owned 3.Rented/Leased $1,000,000 Combined Single Limit WORKERS’ COMPENSATION EMPLOYER’S LIABILITY Statutory $500,000 /$500,000 /$500,000 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. Page 2 of 3 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 thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E.Within five (5) calendar days of a suspension, cancellation, or non-renewal 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. 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. 2019 Insurance Requirements Ins. Req. Exhibit 4-B Contracts for General Services – Services Performed Onsite 04/26/2019 Risk Management – Legal Dept. BOND REQUIREMENTS: Payment and Performance bonds are required for 100% of the construction amount of the project. Insurance and bonds must be maintained throughout the term of the contract. Page 3 of 3 10 YEAR PRO-RATED WARRANTY FOR POURED-IN-PLACE RUBBEGTZED SURFACING GameTime (GT) hereby warrants that the materials supplied and labor to install shall remain free from defects in workmanship and materials for a period of ten (10) years from the date of installation. The Warranty shall be pro-rated as follows for the work required to repair the affected area, as agreed upon by owner and authorized GT representative. Below are the costs to Owner: •Years 1-3 No cost to repair; does NOT include Demo & Replacement •Year 4-6 20% of the Cost to repair •Year 7 40% of the Cost to repair •Year 8 60% of the Cost to repair •Years 9 & 10 80% of the Cost to repair THE WARRANTY DOES NOT COVER WEAR AND TEAR DAMAGE CAUSED BY VEHICLES, OTHER CONSTRUCTION, SPILLAGE FROM GASOLINE AND OIL OR OTHER CHEMICALS, DAMAGE FROM VANDALISM, SLIGHT COLOR FADING, STAINS, BURNS, GOUGES, OR INDENTATIONS, PROBLEMS CAUSED BY MOISTURE FROM ALKALI, HYDROSTATIC PRESSURE, CRACKING, SHIFTING OR LIFTING OF THE SUBSTRATE, OVER WHICH THE SURFACING PRODUCTS HAS BEEN INSTALLED. GT also warrants that if the surface is used as a playground, it shall remain at or below the HIC and GMAX testing requirements (at time of installation) for a period of 3 years. THE OWNER IS RESPONSIBLE TO MAINTAIN THE WEAR LAYER WITH A GT ROBBIE ROLL COAT OF POLYURETHANE SOLD BY GAMETIME TO MAINTAIN THE INTEGRITY OF THE SYSTEM EVERY 24 MONTHS OR WHEN DEEMED NECESSARY BY AN AUTHORIZED REPRESENTATIVE OF GT. Upon proper receipt of request for a warranty claim inspection, GT shall confirm an onsite meeting with the owner to assess ad confirm the repair request within 30 days. Upon completion of the inspection, GT and owner will determine the cause of the defect and determine the proper method(s) to repair. Upon agreement with the owner, the necessary repairs will be completed. Any repair work completed is limited in warranty coverage to the original date of the installation. In no event shall GameTime be liable for any incidental, consequential or punitive damages. No other warranty or representation, expressed or implied, whether as to merchantability or fitness for a particular purpose or otherwise is made with respect to the surface. ATTACHMENT D: WARRANTY REQUIREMENTS Installation Warranty - One year warranty on workmanship Poured in Place Surfacing Warranty - DATE: April 14, 2020 TO: Peter Zanoni, City Manager FROM: David Lehfeldt, Director of Solid Waste Services DavidL3@cctexas.com (361) 826-1953 Kim Baker, Director of Contracts and Procurement KimB2@cctexas.com (361) 826-3169 CAPTION: Motion authorizing the purchase and installation of a truck scale at J.C. Elliott Transfer Station from A-1 Scale Service, Inc., in an amount of $71,963.00, and a five-year service agreement for inspection, maintenance and calibration of the scale in an amount of $4,500.00, for a combined amount not to exceed $76,463.00, effective upon issuance of notice to proceed, with FY 2020 funding in an amount of $72,863.00 available through the General Fund. SUMMARY: This motion authorizes the outright purchase and installation of a truck scale in the amount of $71,963.00. Additionally, it authorizes a five-year service agreement for inspection, maintenance and calibration of the scale in an amount of $900.00 a year, for a term value of $4,500.00. The truck scale will be located at JC Elliott Transfer Station. BACKGROUND AND FINDINGS: In January 2017, Solid Waste Services replaced the inbound truck scale at the JC Elliott Transfer Station but opted to postpone installation of the outbound scale at that time. The current outbound scale is approximately 20 years old, and with normal usage and corrosion has become structurally weakened to a point that substantial repairs are not cost effective. Two functional scales are required to maintain efficient traffic flow and operations at the facility. Weighing disposal materials assures that customers are accurately assessed Truck Scale for Solid Waste Services AGENDA MEMORANDUM Action item for the City Council Meeting of April 14, 2020 disposal fees and that weights are recorded for internal and external reporting. This purchase includes installation, and calibration under a five-year service agreement. The scale is designed for compatibility with the existing scale system hardware and software. Contracts and Procurement conducted a competitive RFB process to obtain bids for a new contract. The City received two responsive, responsible bids, and is recommending the award to A-1 Scale Service, Inc. the lowest responsive, responsible bidder. ALTERNATIVES: Alternatives to purchasing the truck scale is utilizing only one scale to weigh both incoming and outgoing vehicles, or rental of a truck scale to weigh outbound loads, which are not effective options as long term solutions. FISCAL IMPACT: The fiscal impact for the Solid Waste Services is an estimated amount of $72,863.00 for the first year of the five-year service agreement, and the remaining cost of $3,600.00 will be budgeted in future years through the annual budget process. FUNDING DETAIL: Fund: 1020 General Fund Organization/Activity: 12504 JC Elliott Transfer Station Mission Element: 033 Manage disposal transfer station Project # (CIP Only): N/A Account: 530230 Equipment Maintenance RECOMMENDATION: Staff recommends approval of the motion authorizing the purchase, installation and a five- year service agreement for inspection, maintenance and calibration with A-1 Scale Service, Inc. for the truck scale for Solid Waste Services as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement Item Equipment Description Uom Qty.Unit Price Total Unit Price Total 1 Truck Scale and its components with installation as per scope of work LS 1 71,963.00$ $ 72,670.00 2 Inspection, Maintenance and Calibration Services Year 5 900.00$ 4,500.00$ 4,000.00$ $20,000.00 76,463.00$ $ 92,670.00 Baldwin Scale Company Corpus Christi, Texas City of Corpus Christi Contracts & Procurement Senior Buyer: Cynthia Perez Total Bid Tabulation RFB 2773 Truck Scale for Solid Waste A-1 Scale Service San Antonio, Texas Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form November 11, 2019 SERVICE AGREEMENT NO. 2773 Truck Scale for Solid Waste Services THIS Truck Scale for Solid Waste Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation (“City”) and A-1 Scale Service, Inc. (“Contractor"), effective upon execution by the City Manager or the City Manager’s designee (“City Manager”). WHEREAS, Contractor has bid to provide Truck Scale for Solid Waste Services in response to Request for Bid/Proposal No. 2773 (“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 Truck Scale for Solid Waste Services (“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. This Agreement is for 5 years, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or the Contracts and Procurement Department. 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 by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3.Compensation and Payment. This Agreement is for an amount not to exceed $76,463.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. 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 will be mailed to the following address with a copy provided to the Contract Administrator: Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form November 11, 2019 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: Gabriel Maldonado Department: Solid Waste Services Phone: (361) 826-1986 Email: GabrielM3@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 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form November 11, 2019 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. 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. Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form November 11, 2019 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City’s sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 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: Gabriel Maldonado Title: Contracts/ Funds Administrator Address: 2525 Hygeia Street, Corpus Christi, Texas 78415 Phone: (361) 826-1986 Fax: (361) 826-1971 IF TO CONTRACTOR: A-1 Scale Service, Inc. Attn: Christopher Buchhorn Title: President Address: 4807 N.W. Industrial, San Antonio, Texas 78238 Phone: (210) 521-7848 Fax: (210) 521-1333 Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form November 11, 2019 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 Manager may terminate this Agreement for Contractor’s failure to comply with any of the terms of this Agreement. The Contract Administrator 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 Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager 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 6 of 7 Approved as to Legal Form November 11, 2019 20. 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. 21. 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. 22.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). 23.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. 24.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. 25.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. 26.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. CONTRACTOR Signature: CITY OF CORPUS CHRISTI Printed *.t" Kim Boker Direcior of Controcts ond Procurement Doie: Attoched qnd Incorporoted by Reference: Attochment A: Scope of Work AttochmentB: Bid/PricingSchedule Attochment C: Insuronce ond Bond Requirements Attochment D: Worroniy Requirements Incorporoted by Reference Only: Exhibit l: RFB/RFP No.2773 Exhibit2: Controctor's Bid/Proposol Response Service Agreement Siondord Form Approved os 1o Legol Form November I I ,2019 Poge 7 of 7 Revised 11.08.19 Attachment A - Scope of Work 1.1 General Requirements/Background Information A. The Contractor shall provide, install and maintain one truck scale and its components per the specifications outlined in this Scope of work for the Solid Waste Operations located at the J.C Elliot Transfer Station. B. The annual number of vehicles, which pass through the scale is approximately 22,162. The software the scale will communicate is with Mettler – Toledo. C. The scale provided shall fit the same foundation and ties into the existing software. D. The design and manufacturer of the scale weighbridge, load cells and associated accessories shall be one manufacturer as to maximize compatibility and availability of components. 1.2 Specifications A. Motor Truck Scale Weighbridge 1.The Scale shall be Mettler Toledo Model VTS101 or equivalent 2.The Scale weighbridge shall be capable of weighing trucks that have dual- tandem axle weights (4 feet minimum between dual axles and at least 10feet from next axle) of up to 60,000 pounds and shall have a Concentrated Load Capacity (CL) of 80,000 pounds. 3.The Scale weighbridge shall have an overall weighing surface of not less than 60 feet by 11 feet wide. 4.The Scale shall be fully electronic in design and shall not incorporate any mechanical weighting elements. 5.The scale shall be calibrated to a minimum of 120,000 pounds by 20-pound increments and not be exceed 200,000 pounds. System configurations with increments greater than 20-pound increment will not be accepted; therefore, scales with gross capacities in excess of 200,000 pounds will not be acceptable in order for the scale to meet NTEP Legal-for-Trade regulatory requirements 6.All enclosed chambers created by joining two steel members must be hermetically sealed to eliminate internal corrosion. 7.The weighbridge decking shall be no less than 5/16” tread plate. 8.The scale weighbridge assemblies shall incorporate no bolted connections between the load cell and weighbridge assemblies 9.The weighbridge platform shall be provided with side-to-side and end-wall checking assemblies. The side checking assemblies shall be integrated into the load cell base plates. End-wall bumper plates shall be embedded or bolted to the end-walls. Revised 11.08.19 10.The load cell base plates shall have a minimum thickness of ½” and shall be anchored securely to the scale foundation. 11.The scale shall meet the requirements set forth by the current edition of the National Institute of Standards and Technology Handbook 44(NIST H-44). The scale manufacturer shall provide a Certificate of Conformance (NTEP Certification) to these standards upon request. 12.The weighbridge structural members shall be shot blasted to a minimum SSPC- SP6 specification prior to painting 13.All exterior surfaces of the scale shall have a two-component, high-build epoxy finish, impregnated with aluminum flake for increased corrosion resistance and UV protection, providing total Dry Film Thickness of 8-10 mils (International/Akzo Nobel Intergard 7562 or equivalent). B. Motor Truck Scale Load Cell specifications 1.Load cells shall be METTLER TOLEDO POWERCELL® PDX® load cell or equivalent. 2.Each load cell shall have a minimum capacity of 50 metric tons (110,000 pounds) with 300% ultimate overload rating. 3.All Load cells shall be certified by NTEP and meet the specifications as set forth by NIST HB-44 for Class IIIL devices. The manufacturer shall provide a Certificate of Conformance to these standards upon request. 4.All load cells shall be certified to meet the specifications set forth by the International Organization of Legal Metrology (OIML) in document R60 for C3 load cells, which requires 60% tighter accuracy tolerances than NIST HB-44 for Class IIIL devices. The manufacturer shall provide a Certificate of Conformance to these standards upon request. 5.Load cells shall be digital with an integral microprocessor and analog-to- digital conversion function located within the load cell housing. 6.Load cells shall output only converted digital information without load correction for load position to the scale instrument. Analog output of signals from the load cell is not acceptable due to susceptibility of signal interference. 7.The load cell assembly shall be constructed so as to perform as a rocker pin and shall have no positive fixed mechanical connectors, such as bolts or links that are required in mounting the load cell to the weighbridge or foundation base plates. 8.The load cell shall not require check rods, flexures, or chain links for stabilization, as these items are sources of ongoing maintenance requirements. 9.The load cell shall not require a junction box to communicate between the load cell and scale instrument. No other devices shall be permitted between the load cell and the digital weight display. Junction boxes, summing boards, gathering boards, gathering boxes, totalizers, external analog-to-digital Revised 11.08.19 converter boxes, and sectional controller boxes will not be accepted because of their significant and inherent maintenance issues. 10.The load cell shall be of stainless-steel construction and hermetically sealed with a minimum NEMA 6P / IP68 (submersible) and IP60K rating. 11.The load cell shall contain integral Transient Voltage Surge Suppressors (TVSS) for all input and communication lines. Each TVSS shall contain self-resetting thermal breakers to protect the load cell components from voltage and current surges. 12.The load cell shall come equipped with a neoprene rubber boot to keep debris from contaminating the lower bearing surface. 13.The load cell shall have a positive-lock quick connector integral to its housing for connecting and disconnecting the load cell interface cable at the load cell. The connector shall be of glass-to-metal, pin-type construction to maintain a hermetic seal. 14.System shall be so designed as to permit a load cell cable to be replaced without either splicing the load cell cable or replacing the load cell, either of which will contribute to eventual system failure and unnecessary service costs. System shall be so designed as to permit the replacing the load cell cable without requiring that the scale must be recalibrated, further reducing service and maintenance costs. 15.The load cell shall have the following specifications: •Vmin: 5.0 pounds maximum •Hysteresis: ± 0.025% of full scale •Non-Linearity: ± 0.015% of full scale •Creep (30 minutes): ± 0.017% of applied load •Temperature range: -10°C + 40°C 16.The load cell interface cable shall be stainless steel sheathed for environmental and rodent protection. Neoprene covered load cell cable shall not be permitted. 17.Load cell cables which are hard wired directly to the load cell are not acceptable due to the failure rates associated with moisture wicking into the load cell from aged cables or damaged cables, and due to the unnecessary expense associated with replacing entire load cells when only a cable has been damaged. C. Motor Truck Scale Instrumentation specifications 1.The scale instrument shall be Mettler Toledo IND246 Power cell or equivalent. 2.The scale instrument shall be NTEP certified. A Certificate of Conformance shall be provided by the manufacturer upon request. 3.The scale instrument shall be housed in an enclosure that is suitable for desktop mounting. Revised 11.08.19 4.The scale instrument shall use full text (descriptive word) based prompts for entry of setup and calibration parameters. Data and configuration parameters shall be entered through the instrument’s alpha-numeric keypad –no external keyboard shall be required. 5.The scale instrument shall provide multiple digital filtering parameters of the displayed weight. 6.The scale instrument shall have preconfigured software to perform truck in / out weighments. 7.The Contractor will integrate the scales and corresponding instrumentation with the current scale reporting software: Auto Scale CMRS by Mettler Toledo. 8.The scale instrument shall have gross/net weight switching and the ability to recall the gross or tare weights in the net mode. 9.The scale instrument shall be capable of being programmed and calibrated in pounds or kilograms 10.The scale instrument shall have a (2) standard communication ports. One provides bi-directional RS232C and the second can be configured for RS232C, RS422 or RS485. The port shall be capable of receiving a remote print command vial serial communication or hard wire input. 11.The scale instrument shall have Ethernet communication card. 12.The scale instrument shall have a standard analog output providing either 4- 20mA or 0-10V. 13.The scale instrument shall have two standard optically isolated inputs. 14.The scale instrument shall have two standard relay output contacts. 15.The scale instrument shall have addition slots available for additional option cards. 16.The scale instrument shall have a built-in clock / calendar. D. Motor Truck Scale Junction Box and Cable 1.Junction boxes shall not be permitted in the scale, attached to the exterior of the scale, or remotely mounted from the scale. Sectional controllers with encapsulated PCBs shall not be permitted due to the failure rates associated with PCBs that have wired connections made within enclosures which are not hermetically sealed. 2.Load cell cables and scale instrument cables shall be stainless steel sheathed for environmental and rodent protection. 3.In order to minimize maintenance issues, only a single cable shall be used to transmit data or weight signals between the weighbridge and the digital weight display. Revised 11.08.19 E. Motor Truck Scale Lighting Protection 1.The lightning protection system shall be a METTLER TOLEDO StrikeShieldä Lightning Protection System or equivalent. 2.A comprehensive lightning protection system shall be provided with the scale. 3.The system shall not require complicated wiring or devices to provide this protection. 4.Major scale components including load cells and scale instrument (terminal) shall be included in the lightning protection system. 5.Grounding of all scale components including load cells, scale instrument, and accessories shall be to one common point. Systems with multiple ground points are not acceptable. 6.An AC line surge protector shall conveniently plug into a common electrical outlet and have a receptacle. 7.Each AC line surge protector required shall have one isolated, grounding, hospital-grade duplex receptacle, and an internal 15-amp circuit breaker. 8.Verification of the lightning protection system’s performance shall be available in writing from a third-party verification laboratory upon request. Proposals submitted without confirming the availability of third-party verification that the load cells, cables, and instrument as a system have been able to withstand the equivalent of a lightning strike with 80,000 amperes will be rejected. 1.3 Motor Truck Scale Installation A. The existing foundation shall be used for the new scale. B. The existing scale shall be removed from the foundation and hauled away from the site. C. All dirt and debris shall be removed from the foundation and make ready for the new scale. D. The scale shall be bolted down to the existing foundation. E. Modification or additions to the foundation will be allowed upon approval of the Contract Administrator. Measurement of the pad for the new scale and pictures of the current scale are attached F. The Contractor shall safeguard the areas while services are being performed. The Contractor shall be responsible for assuring the safety of its employees, City employees, and the public during performance of all services under this agreement. G. The Contractor will be responsible for damage to surrounding surface, facilities or person caused by its materials, equipment or workers. H. The Contractor will be responsible for protecting the work from damage from any source prior to final acceptance. Revised 11.08.19 I. Upon completion of installation, the Contractor shall conduct careful inspection with the department personnel and shall correct all defective work to the satisfaction of the Contract Administrator. J. The Contractor shall remove all scarp, litter and debris resulting from operations specified herein and leave work and the premises in clean and satisfactory conditions. 1.4 Delivery A. The Contractor shall deliver the Truck Scale and its components per the specifications outlined in this Scope of Work. B. Once the notice to proceed is issued, the acceptable lead time for delivery and installation is 3 months. C. The Contractor will supply operational manual and maintenance manual with the delivery for the Truck Scale and its components. D. Delivery will be accepted between Monday through Friday (excluding City Holidays) between 8:00 AM to 3:00 PM, Central Standard Time. E. Delivery FOB: JC Elliott Transfer Station located at the Corner of Ayers and SH 286 (7001 Ayers) Corpus Christi, TX 78401 1.5 Preventative Maintenance, Inspection, and Calibration Services A. The Contractor shall provide preventative maintenance, inspection, and calibration services as per manufacturer recommendation, local regulations, and NIST H-44 B. The Contractor shall provide labor, equipment, supervision and transportation necessary to perform the preventative maintenance, inspection, and calibration services. C. The Contractor shall responsible for repairs or replacement of scale and its components due to lack of preventative maintenance. D. The Contractor shall provide calibration services as an when required the Contract Administrator. E. The Contractor shall perform preventative maintenance, inspection, and Calibration services during normal hours, Monday through Friday between 8:00 AM to 5:00 PM unless afterhours approved by Contract Administrator. 1.6 Warranty A. The Contractor shall warrant the scale weighbridge structure, instrumentation, junction boxes and all other components for a period of five - years from date of acceptance. Truck scale and its components will be accepted after installation. B. The load cell shall have a minimum 10-year warranty against defects in materials and workmanship and failure resulting from lightning or surge voltages. C. The warranty shall support 100% coverage of repair parts, labor, travel time, and mileage from the closest service location, or at the manufacturer’s sole discretion, replacement of the product under warranty. The full cost of warranty as specified herein shall be supported solely by the manufacturer or distributor. Revised 11.08.19 D. The Contractor shall provide support during the warranty period. 1.7 Contractor Quality Control and Superintendence The Contractor 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 Contractor will also provide supervision of the work to insure it complies with the contract requirements. 1.8 Special Instructions See attached pictures and dimensions of the existing conditions Revised 11.08.19 Attachment B - Bid/Pricing Schedule Attachment C -Insurance Requirements I. CONTRACTOR’S LIABILITY INSURANCE A. 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. B. Contractor must furnish to the City’s Risk Manager and Contract Administer 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 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 cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises – Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $1,000,000 Aggregate WORKERS’S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 C. 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. 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 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. 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 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 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, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. E. Within five (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. 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 stop work hereunder, and/or withhold any payment(s) 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 contract. 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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Ins. Req. Exhibit 7-D - IT Contracts – Hardware Installation 04/26/2019 Risk Management – Legal Dept. Attachment C – Bond Requirements No bond requirements necessary for this service agreement; Section 5. Insurance; Bonds Subsection (B) is null for this service agreement. Attachment D - Warranty Requirements A. The Contractor shall warrant the scale weighbridge structure, instrumentation, junction boxes and all other components for a period of five - years from date of acceptance. Truck scale and its components will be accepted after installation. B. The load cell shall have a minimum 10-year warranty against defects in materials and workmanship and failure resulting from lightning or surge voltages. C. The warranty shall support 100% coverage of repair parts, labor, travel time, and mileage from the closest service location, or at the manufacturer’s sole discretion, replacement of the product under warranty. The full cost of warranty as specified herein shall be supported solely by the manufacturer or distributor. D. The Contractor shall provide support during the warranty period. Project No.: 19006A 1 Legistar No.: 20-0118 PM: SG AGENDA MEMORANDUM Action Item for the City Council Meeting of April 14, 2020 DATE: March 23, 2020 TO: Peter Zanoni, City Manager THRU: Michael Rodriguez, Chief of Staff michaelrod@cctexas.com (361) 826-3732 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Richard Martinez, Director of Public Works richardm5@cctexas.com (361) 826-3419 Kim Baker, Director of Contracts and Procurement kimb2@cctexas.com (361) 826-3169 CAPTION: Motion awarding a contract with Highway Barricades and Services, LLC, in an amount not to exceed $300,000 for year one with up to two additional one-year option periods for a total amount not to exceed $900,000 for the Pavement Markings Indefinite Delivery Indefinite Quantity (IDIQ) for street striping to include concrete streets with funding available from the FY 2020 Streets Fund. SUMMARY: This motion approves a Pavement Markings Indefinite Delivery Indefinite Quantity (IDIQ) contract to provide pavement markings on city streets. BACKGROUND AND FINDINGS: This project is a multi-year IDIQ pavement markings contract for one year plus two optional one- year renewals. Work includes placing reflectorized pavement markings and markers at various locations throughout the City. The work will be issued by the City’s Public Works-Street Operations Department in multiple work orders that provide specific scope and requirements in accordance with specifications, and contract documents. Construction Contract Pavement Markings IDIQ FY 20 Project No.: 19006A 2 Legistar No.: 20-0118 PM: SG PROJECT TIMELINE: 19 D J F M A M J J A S O N D J F M A F M A M 2020 Construction 2021 Bid/Award This project schedule reflects City Council award in April 2020 with anticipated completion in May 2021. COMPETITIVE SOLICITATION PROCESS: The Contracts and Procurement Department issued a request for bids. The bid contained estimated line item quantities to establish unit pricing for this IDIQ contract. The contract value is based on the Operating Departments budget. On January 29, 2020, the City received bids from one bidder. A summary of the bid and engineers estimate is provided below. BID SUMMARY – BASE BID CONTRACTOR BID AMOUNT Highway Barricades and Services, LLC $288,730.00 Engineer’s Opinion of Probable Cost $400,000.00 The City analyzed the bid submitted in accordance with contract documents and determined the sole responsive and responsible bidder, Highway Barricades and Services, LLC has provided a fair and reasonable bid for the work. ALTERNATIVES: An alternative is to not award the construction contract and rebidding the work; however not awarding the construction contract would delay the needed improvements and could result in increased construction costs. FISCAL IMPACT: The fiscal impact for FY2020 is an amount of $300,000.00 with funding available from the Streets Fund. Project No.: 19006A 3 Legistar No.: 20-0118 PM: SG Funding Detail: Fund: Streets (Fund 1041) Mission Element: Signals, Signs & Markings (053) Project: Pavement Markings IDIQ - FY 19-20 (19006A) Account: Maint. & Repairs (530215) Activity: 19006-A-1041-EXP Amount: $300,000 RECOMMENDATION: City staff recommends awarding low bidder, Highway Barricades and Services, LLC, a construction contract in an amount not to exceed of $300,000 for the Pavement Markings IDIQ FY 20 Project. LIST OF SUPPORTING DOCUMENTS: Location & Vicinity Maps Bid Tab Street List 37 37 181 77 N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Pavement Markings (ID/IQ) FY 19-20 Project Number: 19006ALOCATION MAP NOT TO SCALE CITYWIDE PROJECT N CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Pavement Markings (ID/IQ) FY 19-20 Project Number: 19006AVICINITY MAP NOT TO SCALE CITYWIDE PROJECT BID DATE: Wednesday - Jan. 29, 2020 ITEM DESCRIPTION UNIT QTY UNIT PR AMOUNT A1 MOBILIZATION LS 1 $50.00 $50.00 A2 BONDS AND INSURANCE LS 1 $2,380.00 $2,380.00 $2,430.00 B1 Reflectorized Pavement Markings (4") (Solid) (White) (Type1) (90mil)LF 350,000 $0.25 $87,500.00 B2 Reflectorized Pavement Markings (4") (Broken) (White) (Type1) (90mil)LF 70,000 $0.27 $18,900.00 B3 Reflectorized Pavement Markings (4") (Solid) (Yellow) (Type1) (90mil)LF 350,000 $0.25 $87,500.00 B4 Reflectorized Pavement Markings (4") (Broken) (Yellow) (Type1) (90mil)LF 70,000 $0.27 $18,900.00 B5 Reflectorized Pavement Markings (8") (Solid) (White) (Type1) (90mil)LF 15,000 $0.60 $9,000.00 B6 Reflectorized Pavement Marker TY I-C EA 4,000 $3.00 $12,000.00 B7 Reflectorized Pavement Marker TY II-A-A EA 13,500 $3.00 $40,500.00 B8 Reflectorized Pavement Marker TY II-C-R EA 4,000 $3.00 $12,000.00 $286,300.00 $288,730.00 TABULATION OF BIDS CITY OF CORPUS CHRISTI, TEXAS - CONTRACTS AND PROCUREMENT DEPT. Highway Barricades and Services PO Box 9104 PAVEMENT MARKINGS IDIQ (FY 19-20) PROJECT NO. 19006A (RFB #2783) Corpus Christi, Texas 78469 PART A - GENERAL TOTAL BASE BID (Parts A & B) SUBTOTAL PART B - STREET IMPROVEMENTS (B1 thru B8) PART B - STREET IMPROVEMENTS SUBTOTAL PART A - GENERAL (A1 thru A2) Page 1 of 1 Note: The contract value will be established based on the Operating Department's Budget and therefore will not reflect the total on this bid tab. STREET LOCATION FROM TO Staples Saratoga Williams Staples Barracuda Brawner Pkwy. McArdle Ayers Everhart Kostoryz Holly Brawner Norton Naples Casa Grande Doddridge Santa Fe Staples Weber Staples Gollihar Weber McArdle S.P.I.D. Ayers Staples Horne Highland Port Morgan Louisiana WB Shoreline Staples Louisiana EB Staples Santa Fe West Point N.P.I.D.Old Brownsville Dunbarton Oak Cimarron Patti Acushnet Jefferson Evans Alameda Everhart Airline Holly Ayers Airline Proposed IDIQ 19006A Concrete Streets converted to Contrast Striping Street Maintanance Total Street Dept. Imp. & additional add on's Streets listed by Street Dept. Estimated Cost $102,445 $60,065 $8,354 $9,973 $1,343 $4,589 $2,990 $1,314 $7,936 $1,472 $1,830 $1,451 $3,498 $2,052 $364 $3,590 $48,436 Proposed IDIQ 19006A Concrete Streets converted to Contrast Striping Street Maintanance $38,299 $300,000 Street Dept. Imp. & additional add on's DATE: March 9, 2020 TO: Peter Zanoni, City Manager FROM: Miles Risley, City Attorney MilesR@cctexas.com 826-3739 CAPTION: Resolution authorizing renewal of property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance, through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 5, 2020 - May 5, 2021) in exchange for annual premium of $2,886,299. SUMMARY: The current Property Insurance policy expires May 5, 2020. This will be the last renewal under the current Broker of Record service agreement with Carlisle Insurance which will expire December 15, 2020. Limits, coverage and deductible structures will remain as per expiring policy. BACKGROUND AND FINDINGS: The City’s Property Insurance Program currently carries property insurance coverage including: All Other Perils, Flood, Earth Movement, Wind, Named Storm and Equipment Breakdown (Boiler/Machinery). The City’s Property Insurance Program is a multi-layered program comprised of participating admitted and non-admitted commercial insurance carriers. In addition to traditional insured property (buildings and contents), the City’s schedule of insured property includes other specialty insurance type risks including; wharves, baseball stadium, docks, piers and fine arts. (The City also purchases through our brok er of record flood insurance for property located wholly or partially within the Special Flood Hazard Areas (SFHA) as defined by the Federal Emergency Management Agency (FEMA) in Flood Zone A and V through the National Flood Insurance Program (NFIP) that is not included in this amount). Total Insured Values for Policy year 2020-21 are $706,933,206 which is approximately 0.2% over last year. Market conditions continue to deteriorate due to abnormally high worldwide catastrophic events. The past three years contracted and hardened the property market thereby increasing rates at levels that have not been seen since Hurricane Katrina and Rita, which increased this year’s renewal rates by 31.7% resulting in an overall net increase in property premium by $691,239. Staff has projected for a 15% to 25% increase the last two years and conservatively budgeted again this year for an increase in this year’s renewal. The property insurance market is expected Renewal of property insurance AGENDA MEMORANDUM Action Item for the City Council Meeting: April 14, 2020 to continue to contract and harden but not continue at the increase levels seen the last two renewals. The City’s Risk Management Division and Carlisle Insurance Agency have collaborated to present below the FY20-21 property insurance renewal. In addition, the prior property insurance renewals over the last four years is summarized in the following table. DESCRIPTION FY16-17 FY17-18 FY18-19 FY19-20 FY20-21 Total Insured/Value $ $696,422,133 $707,244,943 $703,725,410 $704,560,606 $706,933,206 Property Rate (per $100 value) Includes recommended option $0.2874 $0.2761 $0.2999 $0.3115 $0.4083 Property premium (primary/excess/) $2,001,750 $1,952,915 $2,095,849 $2,180,216 $2,871,455 Premium +/- $<776,638> (28% decrease from previous yr.) $<48,835> (2.4% decrease from previous yr.) $157,565 (7.3% increase from previous yr.) $84,201 (4% increase from previous yr.) $691,239 (31.7% increase from previous yr.) Limits/All Risk $250,000,000 $250,000,000 $250,000,000 $250,000,000 $250,000,000 Named Storm $150,000,000 $150,000,000 $150,000,000 $150,000,000 $150,000,000 Flood/ Earth Movement $ 25,000,000 $ 50,000,000 $ 50,000,000 $ 50,000,000 $ 50,000,000 Coverage/Peril Deductible Deductible Deductible Deductible Deductible All Risk $50,000 per occur. $50,000 per occur. $50,000 per occur. $50,000 per occur. $50,000 per occur. Flood (storm surge incl.) $100,000 per occur. $100,000 per occur. $100,000 per occur. $100,000 per occur. $100,000 per occur. Named Storm 2% Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $250,000 any one occurrence and max. of $4,000,000 any one occurrence. 2% Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $100,000 any one occurrence and max. of $4,000,000 any one occurrence. 2% Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $100,000 any one occurrence and max. of $4,000,000 any one occurrence. 2% Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $100,000 any one occurrence and max. of $4,000,000 any one occurrence. 2% Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $100,000 any one occurrence and max. of $4,000,000 any one occurrence. Wind/Hail $250,000 per occur $50,000 per occur $50,000 per occur $50,000 per occur $50,000 per occur Earth Movement $100,000 per occur $50,000 per occur $50,000 per occur $50,000 per occur $50,000 per occur Optional Coverage Equipment Breakdown ------------------- ------------------- $14,631 $14,465 $14,844 Total: $2,001,750 $1,952,915 $2,110,480 $2,194,681 $2,886,299 ALTERNATIVES: If this item is not approved, the alternative is for the City to fully self-insure property losses. However, the City of Corpus Christi Risk Fund is not calculated to fully insure large catastrophic losses attributed to perils such has hurricane, tornados, or large-scale flooding events. FISCAL IMPACT: Risk Management included this expenditure of $1,178,243 in its FY 2019-2020 budget. The Risk Management fund is an internal services operating fund based on departmental property value cost allocation to each department. Approval of this item is an annual reoccurring expenditure to limit the City’s financial exposure under its current property insurance program. Funding Detail: Fund: Fund 5611-Liab/EB Liab.; Fund 1140-Business Job Dev.; Fund 4710-Visitor Facility Organization/Activity: Org. 40520-Insurance Policy Premiums; Org.13826-Baseball Stadium; Org. 13625-Arena Operations; Org. 13600-Convention Center/Auditorium Operations; Mission Element: 005, 734, & 734 Project # (CIP Only): N/A Accounts: 537090-Flood Ins., 537095-Windstorm Ins., & 537420-Property Ins. RECOMMENDATION: Staff recommends the City renew its property insurance as illustrated above as per expiring policy with the same coverage, limits, sub- limits, deductible structure and policy terms and conditions. LIST OF SUPPORTING DOCUMENTS: Resolution December 15, 2015 Broker of Record Service Agreement December 19, 2017 Amended Broker of Record Service Agreement March 13, 2020 Property Renewal Quote Page 1 of 2 Resolution authorizing renewal of property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance, through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 5, 2020 – May 5, 2021) in exchange for annual premium of $2,886,298.95. WHEREAS, the City utilizes its broker of record to obtain property insurance including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance for protection of the public health or safety of the municipality’s residents; WHEREAS, the current coverages are subject to renewal as of May 5, 2020; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, the City Council finds that this procurement of property insurance qualifies as an exception to competitive bidding under Local Government Code, Section 252.022(a)(2), as this procurement is necessary to preserve or protect the public health or safety of the municipality's residents; and WHEREAS, the City Council also finds that this procurement is authorized pursuant to Texas Local Government Code Section 252.02, which authorizes a sole broker of record to procure necessary coverages for insurance. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager or designee is authorized to execute all documents necessary to renew property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance, through City’s Broker of Record Carlisle Insurance Agency for upcoming policy year (May 5, 2020 through May 5, 2021) in exchange for annual premium in the amount of $2,886,298.95. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 2 Corpus Christi, Texas _________ day of ___________________, 20____ The above resolution was passed by the following vote: Joe McComb _______________________ Roland Barrera _______________________ Rudy Garza _______________________ Paulette M. Guajardo _______________________ Gil Hernandez _______________________ Michael Hunter _______________________ Ben Molina _______________________ Everett Roy _______________________ Greg Smith _______________________ ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor AMENDMENT NO. 1 TO THE SERVICE AGREEMENT FOR BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE Whereas, on December 15, 2015, the Corpus Christi City Council authorized a Service Agreement for Broker of Record Services for Property Insurance ("the Agreement") with Carlisle Insurance ("Contractor"); Whereas, the parties desire to amend the Service Agreement to add additional Broker of Record Services; NOW, THEREFORE, THE PARTIES AGREE TO AMEND THE AGREEMENT AS FOLLOWS: 1. In addition to the Services specified in the original Agreement, Contractor agrees to provide Broker of Record services for the following: 1) Excess Workers' Compensation; 2) Excess Liability Insurance; and 3) Liability and Property Insurance comparable to the coverages currently provided to the City by Texas Municipal League Risk Pool. The City Risk Manager will coordinate with Contractor to develop required specifications. The Contractor will solicit quotes for these insurance coverages and provide the quotes and coverages to the City Risk Manager upon a mutually agreed upon schedule. The City agrees to pay Contractor$60,000 per year for the additional services provided under this Amendment No. 1 for services from April 151 of the upcoming year to April 1st of the subsequent year thereafter. 2. Required Disclosures of Interests. (a) Contractor agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Amendment No. 1. (b) Contractor agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract. For more information, please review the information on the Texas Ethics Commission website at https://www.ethics.state.tx.us. (c) Contractor agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more I information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict- disclosure/index. (d) As required by House Bill 89 adopted during the 2017 regular session of the Texas Legislature, the signatory executing this Amendment on behalf of Contractor verifies that the Contractor does not boycott Israel and will not boycott Israel during the term of the Agreement. 3. All other terms and conditions of the previously executed Agreement between the parties which are not inconsistent herewith shall continue in full force and effect. 4.This Amendment becomes effective on April 1, 2018. The Contractor's notification to proceed will be issued to the Contractor by the Risk Manager. 0*-, QQ nEXECUTED • :. - • i = - . • this / day of UQC mr 2017, by the authorized representative of the parties. 2017-508 12/19/17 M2017-193 Carlisle Insurance INDEXED Contractor: Carlisle Insurance By: Name: 9 W a c L Cc r i Title: rG5 i plLrk Date: tI/1 / 17 City of Corpus Christi,Texas By: ill*JIS1W Name: M W C e - Rase>ATTEST: Title: 4P RE:ECCA HUERTA Date: /A.a4,/7 CITY SECRETARY Approved as to legal form: 19_ ' )j 17 t J jtiv--cw Lisa Aguilar,`, ssistant City Attorney For the City Attorney H2-D11 - !AUIMU ILL. fy council... G SFCRETARv CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 OFFICE USE ONLY Complete Nos.1-4,and, 6there we interestednon parties.Complete Nos.I,2,3.5,and 6 it there are no interested parties. CERTIFICATION OF FILING 1 Name et business entity tiling form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-289374 Carlisle Insurance Agency.Inc Date Piled Corpus Christi,TX United States 1.2/D1/20172Nameofgovernmentalentityorstateagencythawsapartytothecontractforwhichtheformis being filed. Anovelfaged City of Corpus Christi Date \ Sed: g Provide the Identification number used by the governmental entity or state agency to track or identity the contract,arL provide adescriptionoftheservices,goods,or other property to be provided under the contract. 111Agreement Nature at interest 4 Name of Interested Party City,State,Country(place of business)check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. K 6 AFFIDAVIT I swear,or affirm.under penalty of perjury,that the above disclosure is true and correct. d Creek\ GLADYS ADDISONIClNoP7g059-zNTErypTEX...%%% TNTE Of TEAS Signature of aumorized agem d cenvacung business entitya14, My Comm.Ekp,04452021 AF J)C OtAl7V7.STAf4rr SEAL AGOSE" CL/c F s Sworn to and subscribed before me,by the said / a( rr3 hp"en ce/HeJ,sklhiz the / 54 day of hecon4er 20 1'7 .to cent/ wwhich, witness my hand and seal of office. 4arlby/12-4 V A6lise Signature el officer administering oath Printed name of o titer administering oath Tide of officer administering oath Forms provided by Texas Ethics Commission www.ethics.slate.tx.us Version V1.0.3337 ------------ ----------- - �ENEWAL COMPARISON PROPERTY -PRIMARY & EXCESS TOTAL INSURED VALUES (Breakdown as follows) REAL PROPERTY PERSONAL PROPERTY WASTE WATER (WWS) FINE ARTS MIS INVENTORY COMMUNICATIONS NETWORK ASSETS DOCKS/PIERS/WHARVES BUSINESS INCOME TOTAL PREMIUM (including Surplus Lines Tax & Fees) TOTAL ACCOUNT RAJE (including Surplus Lines Tax & Fees) LIMITS OF LIABILITY ALL RISK (excluding Named Storm/Flood/Quake) NAMED STORM FLOOD/EARTHQUAKE DEDUCTIBLES FLOOD: (includes Storm Surge) NAMED STORM AND WIND DRIVEN PRECIPITATION: ALL OTHER WIND & HAIL: EARTH MOVEMENT: EDP & PERSONAL ITEMS: 2020/2021 $706,933,206 ((1.34'1 increase} $497,474,941 $63,720,939 $86, 183,595 $3,137,155 $8,268,930 $26,829 $16,955,816 $21,165,000 $10,000,000 $2,871,454.95 $0.40�3 JJ.()80,0 increase) (Includes Equipment Breakdown) �� $250,000,000 $150,000,000 $ 50,000,000 - $50,000 per Occurrence, EXCEPT $100,000 Per Occurrence EXCEPT $500,000 each building and $500,000 for contents in each building, $100,000 Time Element; as respects locations wholly or partially within Flood Zones Prefixed A or Vas defined by (FEMA) 2% of Total Insurable Values, per unit of insurance, at the time of the loss at each location involved in the loss or damage arising out of a Named Storm, subject to a minimum deductible of $ L00,000 any one occurrence and a maximum of $4,000,000 any one occurrence $50,000 Per Occurrence $50,000 Per Occurrence $ L0,000 Per Occurrence I I POLICY FORM I I PRIMARY AmRisc Compass Policy Form -EXCESS Follow Form ..... PARTICIPATING INSURERS -PRIMARY ACE/Westchester IA++ Xv AmRisc I All rated A Vlll or better * Axis Surplus I A+ Xv *Canopius/Lloyds I A-X-Endurance J A+ Xv Lloyd's I A Xv Velocity I All rated A IX or better EXCESS * Ategrity I A-VI II Colony I A-XIV Evanston/Markel I AX\! *I ronshore I A Xv Lloyd's I AX\! Princeton I A+ Xv I RSUI I A+ XIVI Scottsdale I A+ Xv- Velocity I All rated A IX or better Homeland Ins. Co/One Beacon I A X *New to placement-- - -- -- ------ - --- -- - - RENEWAL COMJbARISON EQUIPMENT BREAKDOWN 2020/2021 TOTAL INSURED VALUES $706,933,206 (Breakdown as follows) REAL PROPERTY $497,474,941 PERSONAL PROPERTY $63,720,939 WASTE WATER (WWS) $86,183,595 FINE ARTS $3,137,155 MIS INVENTORY $8,268,930 COM MUNICATIONS $26,829 NETWORK ASSETS $16,955,816 DOCKS/Pl ERS/WHARVES $21,165,000 BUSINESS INCOME $10,000,000 TOTAL PREMIUM $14,844.00 {including Surplus lines Tax & Fees) LIMIT OF LIABILITY $100,000,000 Per Breakdown DEDUCTIBLES PROPERTY DAMAGE $2,500 BUSINESS INCOME & EXTRA EXPENSE 24 Hours SPOILAGE DAMAGE $2,500 UTILITY INTERRUPTION SPOILAGE DAMAGE $2,500 UTILITY INTERRUPTION BUSINESS INCOME PARTICIPATING INSURERS 24 Hours Continental Casualtv Co. -A XV ·- , -· DATE: April 6, 2020 TO: Peter Zanoni, City Manager FROM: Michael Rodriguez, Chief of Staff michaelrod@cctexas.com 361-826-3732 CAPTION: Motion authorizing a build to suit agreement and lease agreement with the Ed Rachal Foundation for the use of the former 50,000 square foot Lamar Elementary School building to be repurposed as a City Office Facility for an annual lease amount of $200,000.00 for the first five years of a 20 year agreement commencing upon completion of remodel construction. SUMMARY: This motion authorizes a build to suit agreement and lease agreement between the City of Corpus Christi and the Ed Rachal Foundation. The Ed Rachal Foundation will remodel the former Lamar Elementary School to be leased as office space by the City upon completion of construction. The lease agreement between the City and the Ed Rachal Foundation will be for 20 years with an option to renew upon the end of the lease agreement. BACKGROUND AND FINDINGS: On March 31, 2020 Council approved the rezoning of property at or near 2212 Morris Street, formerly Lamar Elementary School, from the “RS-6” Single-Family 6 District to the “CI/SP” Intensive Commercial District. The City of Corpus Christi is seeking to lease the facility from the Ed Rachal Foundation for office operational staff and departments including the Corpus Christi Police Department, the Call Center, Code Enforcement, Engineering Services, Parks and Recreation, and Public Works Departments. The subject property is 2.23 acres in size with additional acreage adjacent to the property and is located within the boundaries of the Westside Area Development Plan and is planned for government uses. The proposed use is an adaptive reuse of a former elementary school. No further development has occurred on the subject property since the closure of Lamar Elementary School in 2010. Build to Suit and Lease Agreement with Ed Rachal Foundation AGENDA MEMORANDUM Action Item for the City Council Meeting April 14, 2020 The Ed Rachal Foundation intends to improve the property by renovating 50,000 square feet of the former school and creating a new City Office facility that will replace the existing vacant building. The build to suit agreement covers the remodeling and construction of new facilities, including landscaping, parking areas and driveways. The Ed Rachal Foundation will furnish to the City the expected total construction costs for such, including a breakdown of costs. The total amount of the construction project costs is estimated at $4,600,000.00. The project completion will take up to 18 months upon notice to proceed. Construction costs to be included in the $4,600,000.00 include both hard and soft costs. The City will be responsible for the cost of furniture and office equipment. The City will be responsible for all facility maintenance and repair for the term of the lease along with property insurance cost. Upon completion of construction, the City intends to lease the property for $200,000.00 for the first five years with a consumer price index adjustment for the remaining years for a total lease agreement of 20 years with a one-time option to renew the lease agreement for an additional 20 years. ALTERNATIVES: The alternative is to reject this agreement and the City will have to look for another facility to house various City departments. FISCAL IMPACT: There is no fiscal impact for FY2020. Lease payment shall be budgeted in future years upon authorization of the agreements. Funding Detail: Fund: Organization/Activity: Mission Element: Project # (CIP Only): Account: RECOMMENDATION: Staff recommends approval of these agreements. This will provide additional office space that is needed for various departments. LIST OF SUPPORTING DOCUMENTS: None BUILD TO SUIT AGREEMENT This Agreement is between ERF REAL ESTATE, INC., a Texas nonprofit corporation (“ERF”), and CITY OF CORPUS CHRISTI, TEXAS, a Texas municipal corporation (the “City”). 1. Project. ERF is the owner of the land and buildings formerly occupied and used as Lamar Elementary School located at 2212 Morris in Corpus Christi, Texas, and more particularly described and shown on EXHIBIT “A” hereto attached. ERF is also purchasing additional lots and tracts in the area. These lands and buildings are herein referred to as the “Project”. 2. Construction/Remodeling. ERF will at its expense remodel and construct new facilities, including landscaping, parking areas and driveways, according to plans and specifications approved by both ERF and the City in order that the Project may be leased to and utilized by the City; provided, ERF shall not be required to hereafter expand in excess of $4,600,000.00 for the construction and remodeling. This $4,600,000.00 shall not include any amounts previously expended by ERF for land purchase, nor any amounts expended by ERF previous to the execution of the Agreement for remodeling and/or construction. Construction costs to be included in the $4,600,000.00 limited include both “hard” costs expended and paid to contractors, laborers and materialmen for construction and remodeling, as well as “soft” costs such as amounts paid to architects and engineers, and allocation of salaries of ERF or Ed Rachal Foundation employees working on the Project, permitting costs, and the like. ERF will not be responsible for the cost of furniture and office equipment to be housed in the Project, and such shall be provided by the City at its expense. Before the final plans and specifications are approved by ERF and the City, ERF will obtain and furnish to the City the expected total construction costs for such, including a breakdown of costs. If such total amount exceeds $4,600,000.00, then the excess shall be borne by the City. At the time of approving the final plans and specifications, ERF and the City will enter into an agreement specifying and agreeing to any excess costs to be borne by the City. Upon substantial completion of construction and obtaining a certificate of occupancy, ERF shall submit an invoice to the City for the total construction costs of the Project along with an invoice to the City for the construction costs in excess of $4,600,000.00; provided the City shall not be required to pay an amount for excess costs which is greater than the amount agreed to when the final plans and specifications were agreed to as set forth above. The City may request change orders after constructions commences, however such must be approved by and acceptable to ERF. At the time agreeing to any change order, the parties will also agree to an amended total cost of construction, and an amended excess costs, if any, to be paid by the City, by reason of the change order. The construction and remodeling of the Project by ERF shall be commenced within 30 days after the final plans and specifications are approved by both ERF and the City as set forth in Section 3 below. ERF will cause all construction and remodeling to be performed in a good and workmanlike manner and in accordance with applicable laws and regulations. ERF will use reasonable efforts to substantially complete the construction and remodeling no later than 18 2 months after the final plans and specifications are approved by both parties. Provided, ERF shall be excused, and the time for construction and remodeling extended, for so long as performance is prevented, delayed, retarded or hindered by act of God, fire, flood, explosion, action of the elements, war, riot, mob violence, sabotage, strike, lockout, action of labor unions, requisitions, laws, orders of government or civil or military authorities or other force majeure. 3. Plan Approved. Lessor shall, upon execution hereof, engage architects and engineers to prepare plans and specifications for the Project to be leased to the City pursuant hereto, which plans and specifications shall be submitted to the City for review and approval or disapproval. The City shall promptly review such plans and specifications as submitted it, and the Lessor shall promptly cure and revise portions of the plans and specifications which are disapproved by the City (provided, any such revisions must be acceptable to ERF in its discretion). ERF and the City shall use reasonable efforts to reach agreement with respect to ERF’s plans and specifications. In the event ERF and the City are unable to reasonably agree upon final plans and specifications within 60 days after ERF’s initial submission thereof, then ERF may terminate this Agreement by providing written notice to the City at any time prior to the City’s approval. In the event this Agreement is terminated because the parties cannot agree to the plans and specifications then all costs expended by ERF for such shall be borne by ERF and the City shall not be required to reimburse ERF for costs expended. The final plans and specifications approved by ERF and the City shall be signed by both parties and will then automatically deemed part of and incorporated into this Agreement. During construction and remodeling of the Project, the City shall have the right to inspect the Project for compliance with the final approval plans and specifications, and ERF will discontinue any work which the City deems to not be in compliance with the final approval plans and specifications. 4. Lease. Upon completion of construction and remodeling of the Project, and obtaining a certificate of occupancy therefor, ERF shall lease the Project to the City pu rsuant to the form of Lease attached hereto as EXHIBIT “B”. The Commencement Date of the Lease shall be the day after the certificate of occupancy is issued. 5. Arbitration. The parties further agree as follows: (a) Any and all controversies between the parties shall be settled by arbitration, in accordance with the commercial arbitration rules, then obtaining, of the American arbitration association. Any arbitration hereunder shall be before at least three arbitrators associated with the American arbitration association and selected in accordance with the commercial arbitration rules of the American arbitration association. The award of the arbitrators, or of a majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. (b) Arbitrable disputes include any and all controversies or claims between the parties of whatsoever type or manner, including any claim based on contract, tort, or statute, and including without limitation, any claim arising out of or relating to this agreement or any other proposed or actual loan or extension of credit, all past, present, and/or future agreements involving the parties , any transactions between or involving the parties and/or 3 any aspect of the past, present or future relationship of the parties, whether banking or otherwise, specifically including any alleged tort committed by either party. (c) Depositions may be taken and other discovery obtained in any arbitration under this agreement. Within thirty (30) days of the date a responsive pleading is filed in any arbitration proceeding hereunder, all parties shall serve on all other parties an initial disclosure as would be required by rule 26, federal rules of civil procedure. (d) For purposes of this provision, "the parties" means borrowers, guarantors, pledgers, lender, and each of them, and all persons and entities signing this agreement or any other agreements, security instruments and/or guarantees executed heretofore or contemporaneously with and as part of the same transaction with this agreement. "the parties" shall also include individual partners, officers, directors, employees, agents and/or representatives of any party to those documents, and shall include any other owner and holder of the loan documents. (e) The parties shall have the right to invoke self-help remedies (such as set-off, notification of account debtors, seizure and/or foreclosure of collateral, and nonjudicial sale of personal property and real property collateral) before, during or after any arbitration and/or to request ancillary or provisional judicial remedies (such as garnishment, attachment, specific performance, receiver, injunction or restraining order, and sequestration) before or after any arbitration. The parties need not await the outcome of the arbitration before using self-help remedies. Use of self-help or ancillary and/or provisional remedies shall not operate as a waiver of either party's right to compel arbitration. (f) The parties agree that any action regarding any controversy between the parties shall either be brought by arbitration, as described herein, or by judicial proceedings, but shall not be pursued simultaneously in different or alternative forums. This provision shall not operate to limit the parties from pursuing self-help remedies before, during or after any arbitration as described in paragraph (e) above. A timely written notice of intent to arbitrate pursuant to this agreement stays and/or abates all action in a trial court, save and except a hearing on a motion to compel arbitration and/or the entry of an order compelling arbitration and staying and/or abating the litigation pending the filing of the final award of the arbitrators. (g) Any aggrieved party shall serve a written notice of intent to arbitrate to any and all opposing parties within 60 days after dispute has arisen. A dispute is defined to have arisen only upon receipt of service of judicial process or of a complaint in arbitration. Failure to serve a written notice of intent to arbitrate within the time specified above shall be deemed a waiver of the aggrieved party's right to compel arbitration of such claim. The issue of waiver pursuant to this agreement is an arbitrable dispute. (h) Active participation in pending litigation during the 60 day notice period, whether as plaintiff or defendant, is not a waiver of the right to compel arbitration. All discovery obtained in the pending litigation may be used in any subsequent arbitration proceeding. F:\5726\44 GoodSamaritan\City\20 BuildtoSuit (V3)-0410.docx 4 (i) Any arbitrator selected shall be knowledgeable in the subject matter of the dispute. Qualified retired judges shall be selected wherever possible through panels maintained by the American arbitration association. Each of the parties shall pay an equal share of the arbitration costs, fees, and expenses, and of the arbitrators' costs, fees, and expenses. (j) All statutes of limitations which would otherwise be applicable shall apply to any arbitration proceeding hereunder and the commencement of any arbitration proceeding tolls such limitations. (k) In any arbitration proceeding subject to these provisions, the arbitrators, or a majority of them, are specifically empowered to decide (by documents only, or with a hearing at the arbitrators' sole discretion) pre-hearing motions which are substantially similar to pre- hearing motions to dismiss and motions for summary adjudication. (l) The provisions of this agreement shall survive any termination, amendment, or expiration of the agreement in which this section is contained, unless all the parties otherwise expressly agree in writing. (m) The arbitrators, or a majority of them, shall award attorney's fees and costs to the prevailing party pursuant to the terms of this agreement. (n) Venue of any arbitration proceeding hereunder will be in Nueces County, Texas. Dated:____________________, 2020 ERF REAL ESTATE, INC. CITY OF CORPUS CHRISTI, TEXAS By: By: Paul Altheide Name: Peter Zanoni Chief Executive Officer City Manager APPROVED AS TO LEGAL FORM: _____________________________ Myra K. Morris (Date) Chief Legal Counsel Ed Rachal Foundaiton ____________________________________ Buck Brice (Date) Assistant City Attorney For City Attorney F:\5726\44 GoodSamaritan\City\20 BuildtoSuit (V3)-0410.docx 5 EXHIBIT “B” FORM OF LEASE AGREEMENT This Lease Agreement (“Lease”) is made by and between ERF REAL ESTATE, INC., a Texas nonprofit corporation, as owner and lessor ("Lessor"), and City of Corpus Christi, Texas, a Texas municipal corporation, as lessee ("Lessee"). 1.Premises. For good and valuable consideration including mutual covenants and agreements herein, Lessor leases to Lessee, and Lessee leases from Lessor the real property in Nueces County, Texas, described and depicted on the site plan attached to as Exhibit “A" and incorporated herein ("Premises"). The Premises include the buildings and related improvements such as paving, curbing and landscaping (the “Improvements”). Except as specifically provided for elsewhere in this Lease, Lessor agrees not to create any exceptions to title against the Premises that would materially affect Lessee’s use of the Premises or otherwise diminish Lessee’s leasehold interest in the Premises without the prior written consent of Lessee. 2.Term. The initial term of this Lease commences on _________, 20___ (the “Commencement Date”) and terminates on ___________, 20___ (the “Termination Date”). The initial term is for 20 years. 3.Rent. Lessee shall pay to Lessor the following minimum rent ("Base Rent") in annual installments in advance on the first day of each Lease Year during the Term of this Lease at the address provided in Section 17 of this Lease or such other address as Lessor may direct: Base Rent. The Base Rent shall be $200,000 per year, subject to periodic CPI adjustment as hereinafter set forth. Provided, at the beginning of the sixth (6th) Lease Year, and at the beginning of each fifth Lease year thereafter, the annual Base Rent shall be adjusted to be the greater of (i) $200,000 or (ii) $200,000 multiplied by a fraction, the numerator of which is the Consumer Price Index for “All Urban Consumers, U.S. City Average, All Items” issued by the Bureau of Labor Statistics of the United States Department of Labor (the “CPI”) for the third month preceding the date the Base Rent is being adjusted hereof, and the denominator is the CPI for the month of the Commencement Date. The Base Rent shall be payable in advance on the first day of each Lease Year commencing on the Commencement Date hereof. The term “Lease Year” as used herein means the period of one year after the Commencement Date of this Lease. The Base Rent for any fractional calendar month or year shall be prorated. In addition to the Base Rent, Lessee shall pay, as “Additional Rent”, those other charges and expenses for which Lessee is responsible under this Lease. Base Rent and “Additional Rent” shall be prorated for any partial month and any partial calendar year during the term hereof. It is the intent of the parties hereto that the Base Rent payable under this Lease shall be an absolutely net return to the Lessor and that the Lessee shall - 2 - pay all costs and expenses relating to the use, operation, maintenance, repair, rebuilding and replacement of the Premises, and all systems thereon and a part thereof, and the business of Lessee carried on therein (including, without limitation, taxes and insurance, utility and maintenance costs) unless otherwise expressly provided in this Lease. Any amount or obligation herein relating to the use and occupancy of the Premises which is not expressly declared to be an obligation of Lessor shall be deemed to be an obligation of Lessee to be performed by Lessee at Lessee’s expense. Except as expressly provided in this Lease to the contrary, Base Rent, Additional Rent, and all other sums payable hereunder by Lessee shall be paid without notice, demand, setoff, offset, counterclaim, abatement, suspension, deduction or defense. 4.Use. a.Permitted Use. The Premises shall be used solely for the purpose of operations by the City of Corpus Christi, or other governmental or tax exempt organizations designated by the City, and for no other purpose (the “Permitted Use”). Lessee shall cause all operations and activities conducted upon the Premises to be in compliance with all applicable laws, rules, regulations and restrictive covenants, and Lessee shall be responsible for acquiring all permits and authorizations with regard to all construction, operations and activities on the Premises. In the event the Lessee allows other governmental or tax exempt organizations to use the Premises, such shall not relieve Lessee from its obligations and duties hereunder. b.Continuous Operation. In the event Lessee ceases to operate the Permitted Use at the Premises for a period of 180 consecutive days or more, other than as a result of a Permitted Closure, then at anytime thereafter, and prior to a date Lessee gives Lessor written notice of its intention to re-open for business (which must indicate that Lessee intends to re-open within 90 days after the date of such notice, following which Lessee must actually re-open within such time period), Lessor may at its option terminate this Lease by giving Lessee written notice of such termination, whereupon this Lease shall terminate thirty (30) days after the date of such notice from Lessor to Lessee. For purposes hereof, a “Permitted Closure” is defined as a closure not exceeding two (2) years in the aggregate, due to approved reconstruction or rebuilding of the Premises as a result of casualty damage. Termination of the Lease under this Section 4(b) shall not relieve Lessee from its obligation to pay any sums then due to Lessor, or from any claim for damages that Lessor may have against Lessee, and Lessor may thereafter be entitled to exercise any other remedy for default as provided herein or available at law or in equity. If Lessor elects to not terminate this Lease under this Section 4(b), then this Lease shall remain in full force and effect (provided that Lessor shall retain all rights hereunder in the event of a subsequent closure by Lessee), and Lessee shall be responsible for the continuing payment of all Base Rent and Additional Rent and all other obligations of Lessee under this Lease. c.Expenses and Liens. In making any repairs, reconstruction or rebuilding on the Premises, Lessee will not create or permit to remain beyond the period hereinafter - 3 - provided, and will discharge in the manner hereinafter provided, any mechanics or materialmen lien (being the liens of mechanics, laborers, artisans, or materialmen for work or materials done or furnished in connection with the Premises or personal property), encumbrance, or other charge upon the Premises or personal property or any part thereof, upon Lessor’s interest therein, or upon Lessee’s leasehold interest; provided, however, should any such lien be filed against the Premises or personal property or the leasehold estate created by this Lease, Lessee shall, within thirty (30) days after the filing of such lien (but in any case not later than fifteen (15) days prior to the date that any such lienholder may foreclose such lien), either discharge and cancel the lien of record or post a bond or furnish other security satisfactory to Lessor (in connection with which Lessee may contest any claims of any persons who have provided, or alleged to have provided, work to the Premises or personal property) in favor of Lessor. NOTICE IS HEREBY GIVEN THAT LESSOR IS NOT AND SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO LESSEE, OR TO ANYONE HOLDING THE PREMISES OR ANY PART THEREOF THROUGH OR UNDER LESSEE, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LESSOR IN AND TO THE PREMISES OR ANY PART THEREOF. 5. Expenses. Lessor shall not be responsible for any costs or expenses regarding the Premises or the Improvements. Lessee shall bear, and be responsible for the prompt payment of, all expenses of operation, maintenance, replacement, repair, and rebuilding of the Improvements and Premises, including but not limited to the following: a. Taxes. Lessee shall pay before they become delinquent or upon the earlier request of Lessor as set forth below, all federal, state, county or local governmental or municipal real estate taxes and assessments, association dues and other taxes of every kind and nature whatsoever related to the Premises, whether general and special, extraordinary and ordinary, foreseen and unforeseen, which may be levied or assessed against or arise in connection with ownership, use, occupancy, operation or possession of the Premises and Improvements (including, without limitation, any taxes imposed under Chapter 171 of the Texas Tax Code [including any successor statutory provision]), and property tax consulting services in any calendar year, and upon any and all Lessee’s Property, fixtures, equipment and improvements located on the Premises, now or hereafter existing (collectively, “Taxes”). Lessee will pay any Taxes directly to the taxing authority. In the event any local, state, federal, or other governmental authority shall levy and assess any surcharge, assessment, or any form of tax related directly or indirectly to the rental or any other payments as provided in this Lease to be paid by Lessee to Lessor, except income tax, Lessee shall pay as additional Taxes any such assessment or tax directly to the taxing authority when assessed and due. In the event such tax is assessed or levied directly against the Lessor, Lessor shall give written notice of such assessment to Lessee, attaching a copy of the statement of - 4 - such taxes, which amount shall be paid as additional Taxes by Lessee to Lessor within one month after the date of said notice. b. Insurance. Lessee shall be responsible for the payment of all premiums for the insurance coverages provided in Section 10 below. c. Utilities. Lessee shall be responsible for the payment prior to delinquency of any and all charges and fees for all utilities serving the Premises. d. In the event Lessee fails to pay, prior to delinquency, any such charges (and fails to cure such non-payment within five (5) days after written notice of such non- payment from Lessor, except in instances where the required insurance coverage is lapsed, in which case no such notice is required) then Lessor shall be entitled (without obligation) to make such delinquent payment(s) and any applicable late charges or other penalties, and the amount so paid by Lessor, together with interest thereon at the Default Rate, shall be payable by Lessee to Lessor upon demand. 6. Maintenance and Repairs. (a) Lessee shall be responsible for at all times maintaining the Premises and Improvements in good quality and clean operating condition. Lessee shall be responsible for all repairs and maintenance and rebuilding of the Improvements and Lessor shall not bear any responsibility for any services, maintenance, replacements or repairs to the Premises or Improvements. Should Lessee fail in its obligation to maintain and repair the Premises and Improvements in good and clean operating condition, and such failure shall continue for a period of sixty (60) days after written notice thereof by Lessor to Lessee, Lessor may (but is not required to) perform the maintenance and/or repairs on behalf of Lessee, and Lessee shall be liable for reimbursing Lessor for Lessor’s costs for such maintenance and repair, together with interest thereon at the Default Rate, payable by Lessee to Lessor upon demand. Lessee’s maintenance obligations shall include, without limitation, the following with respect to the Premises: ▪ Roofing ▪ HVAC system ▪ Plumbing ▪ Parking lot ▪ Elevators ▪ Maintaining a safe and clean condition during rebuilding or repairs; ▪ Prompt removal of all litter, trash and waste; ▪ Lawn mowing; ▪ Tree and plant trimming, pruning and fertilization; - 5 - ▪ Watering of all lawn and garden areas and keeping the same alive and free of weeds, and replacing any and all damaged and dead vegetation and trees; ▪ Maintaining exterior lighting and mechanical facilities in good working order; ▪ Maintaining parking areas, walks, driveways, drainage areas, detention ponds, filtration and sedimentation systems, if any, and roads in a clean condition, and in good repair; ▪ Striping all parking and driveway areas and repainting all Improvements so all such painting is maintained in a neat fashion; ▪ Maintaining all required landscaped areas, buffers and screens, including replacement of any and all damaged landscaping; ▪ Repairing all damage (including the effects of ordinary wear and tear) to any Improvements from any cause whatsoever. ▪ Maintaining drainage channels, rights-of-way and/or easements, if any, on the Premises. (b) Major Repairs. Repairs with cost in excess of $100,000 will be performed by Lessor with City approval. Lessor shall, prior to repair, submit cost for the repair project to the City for review and approval or disapproval. If the City approves, the City will reimburse lessor for approved repair costs. If the City disapproves, City is responsible for all repairs in excess of $100,000. 7. Alterations. Lessee shall not alter the Premises or Improvements (with the exception of any alterations that are made solely within the interior of the building on the Premises and which do not affect its structural integrity) without prior written consent of Lessor, and any alterations must be made pursuant to plans and specifications approved in advance in writing by Lessor. 8. Assignment and Subletting. a. Lessee shall not transfer, assign, sublet, enter into license or concession agreements, mortgage or hypothecate ("Transfer") this Lease or Lessee's interest in the Premises or any part thereof without (1), except as to other governmental or tax exempt organizations, the prior written consent of Lessor; (2) the furnishing to Lessor of copies of all documents pertaining to the Transfer; and (3) the consent by the other party to the Transfer ("Transferee Lessee") to be bound by the provisions of this Lease. The Lessee shall continue to be liable for the performance of all obligations of the Lessee under this Lease, including the payment of rent. Any attempted Transfer not in full compliance with this subparagraph shall be void and confer no rights upon any third person. Any transfer from Lessee by merger, consolidation, liquidation or otherwise by operation of law, including, but not limited to, an - 6 - assignment for the benefit of creditors, shall be included in the term "assignment" for the purposes of this subparagraph and shall be a violation of this subparagraph if the provisions of this subparagraph are not complied with. b. Lessor shall have the right to assign this Lease, collaterally or otherwise, without Lessee’s consent. No assignment by Lessor shall alter the rights of Lessee hereunder, and all of the recitals, terms, covenants, and conditions of this Lease shall remain in full force and effect upon the assignment. Upon any assignment by Lessor, Lessee shall be entitled to continue making rental payments to the assignor unless and until the assignor actually delivers to Lessee a written notice directing rental payments to thereafter be made to the assignee. 9. DISCLAIMER OF WARRANTIES. a. CONDITION OF PROPERTY. THE PREMISES ARE BEING LEASED TO LESSEE, AND LESSEE ACCEPTS THE PREMISES, IN THEIR "AS-IS" CONDITION. LESSEE HAS MADE A THOROUGH INSPECTION OF THE PREMISES AND ACCEPTS THE PREMISES WITH ANY AND ALL DEFECTS, IF ANY. THE LESSEE ACKNOWLEDGES THAT LESSOR HAS MADE NO WARRANTIES OR REPRESENTATIONS WHATSOEVER REGARDING THE PREMISES, AND THE LESSEE IS NOT RELYING UPON ANY WARRANTIES OR REPRESENTATIONS BY OR ON BEHALF OF THE LESSOR. FURTHER, THE LESSEE WAIVES AND DISCLAIMS ANY IMPLIED WARRANTY OF HABITABILITY, FITNESS OR MERCHANTABILITY. b. HAZARDOUS SUBSTANCES. (1) Hazardous Substance. For purposes of this Section 9, “Hazardous Substance” means any substance, matter, material, waste, or pollutant, the generation, storage, disposal, handling, release (or threatened release), treatment, discharge, or emission of which is regulated, prohibited, or limited under: (i) the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, as now or hereafter amended (“RCRA”) (42 U.S.C. §§ 6901 et seq.), (ii) the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, as now or hereafter amended (“CERCLA”) (42 U.S.C. §§ 9601 et seq.), (iii) the Clean Water Act, as now or hereafter amended (“CWA”) (33 U.S.C. §§ 1251 et seq.), (iv) the Toxic Substances and Control Act, as now or hereafter amended (“TSCA”) (15 U.S.C. §§ 2601 et seq.), (v) the Clean Air Act, as now or hereafter amended (“CAA”)(42 U.S.C. §§ 7401 et seq.), (vi) the Safe Drinking Water Act, as now or hereafter amended (“SDWA”) (42 U.S.C. §§ 300(f) - 300(j)), and (vii) the Oil Pollution Act of 1990, as now or hereafter amended (“OPA”) (33 U.S.C. §§ 2701 et seq.) (RCRA, CERCLA, CWA, TSCA, CAA, SPWA and OPA are collectively referred - 7 - to herein as the “Federal Toxic Waste Laws”), (viii) any present or future local, state or foreign law, statute, regulation, or ordinance analogous to any of the Federal Toxic Waste Laws, and (ix) any other present or future federal, state, local, or foreign law (including any common law), statute, regulation, or ordinance regulating, prohibiting, or otherwise restricting or governing the placement, discharge, release, threatened release, generation, treatment, or disposal upon or into any environmental media of any substance, pollutant, or waste which is now or hereafter classified or considered to be hazardous or toxic. All of the laws, statutes, regulations and ordinances referred to in subsections (viii) and (ix) above, together with the Federal Toxic Waste Laws are collectively referred to herein as “Toxic Waste Laws”. The term “Hazardous Substances” shall also include, without limitation, (a) gasoline, diesel fuel, fuel oil, motor oil, waste oil, and any other petroleum hydrocarbons, including any additives or other by-products associated therewith, excluding, however, asphalt and related products used in the construction of parking areas and flatwork on the Premises, (b) asbestos and asbestos-containing materials in any form, (c) polychlorinated biphenyls, and (d) any substance the presence of which on the Premises by virtue of its chemical composition: (x) requires reporting or remediation under any Toxic Waste Law; (y) causes or threatens to cause a nuisance on the Premises or poses or threatens to pose a hazard to the health or safety of persons on the Premises; or (z) which, if it emanated or migrated from the Premises, could constitute a trespass, nuisance or health or safety hazard to persons on adjacent property; provided that Hazardous Substances shall not include normal cleaning fluids and pest control products customarily used in operations permitted under the Permitted Use that are used and maintained in accordance with Toxic Waste Laws. (2) Hazardous Substances on Premises Prohibited. Lessee shall not conduct, permit, or authorize the use, distribution, manufacturing, emission, generation, transportation, storage, treatment, or disposal in, on or under the Premises, of any Hazardous Substance without prior written authorization by Lessor. Nothing contained herein shall be construed as imposing upon Lessee any responsibility for any Hazardous Substances located in, on, or under the Premises on or prior to the Effective Date (the “Pre-Existing Conditions”). Lessee agrees to notify Lessor in writing of any Pre-Existing Conditions disclosed in any reports or studies undertaken by Lessee and furnish copies of such reports or studies to Lessor promptly after completion of such reports or studies. (3) Compliance with Toxic Waste Laws. (i) Lessee shall, at its sole cost and expense, comply with all applicable Toxic Waste Laws, provided that nothing contained herein shall be construed as imposing upon Lessee any responsibility for - 8 - compliance with applicable Toxic Waste Laws in respect of Pre- Existing Conditions. (ii) Lessee shall promptly provide Lessor with copies of all written communications, permits, reports, sampling results, or agreements with and/or from any governmental authority or agency (federal, state, local, or foreign) or any business entity relating in any way to the presence, release, threatened release, placement on or in the Premises, or the manufacturing, emission, generation, transportation, storage, treatment, handling or disposal at or from the Premises, of any Hazardous Substance, including without limitation, the improper or unpermitted discharge of any substance into the local publicly owned water treatment facility (if any). (iii) If Lessor reasonably believes that Lessee has not complied or is not complying with any applicable Toxic Waste Laws, rules or permits relating in any way to the presence of Hazardous Substances on the Premises, and Lessor has requested and Lessee has failed, within thirty (30) days after written request therefor by Lessor, to furnish Lessor with results of appropriate tests described in Section 9(c)(2), then, subject to the provisions of Section 9(c)(6) below, Lessor and its agents and employees shall have the right subject to Section 14 to enter the Premises and/or conduct appropriate audits or evaluations (including, without limitation, soil and/or surface or groundwater sampling) for the purpose of ascertaining that Lessee complies with this Section 9. Any such entry and audits or evaluations shall be done in a manner reasonably intended to minimize interference with Lessee’s normal business operations and upon not less than two (2) days prior written notice. Lessor shall indemnify Lessee from any damage to Lessee’s property, liability and reasonable expenses caused by such entry, excluding damage resulting from the gross negligence or willful misconduct of Lessee. (4) Clean Up and Mitigation. If the presence, release, threat of release, placement on or in the Premises, or the generation, transportation, storage, treatment, or disposal at or from the Premises of any Hazardous Substance that is not a Pre-Existing Condition (a) gives rise to liability (including, but not limited to, a response action, remedial action, removal action, or enforcement action) under the Toxic Waste Laws, or any common law theory based on nuisance or strict liability, (b) causes or is deemed by applicable governmental regulatory authorities to cause or contribute to a public health threat or harm, or (c) pollutes or threatens to pollute the environment, Lessee shall promptly take any and all remedial, removal, or other action required by any governmental authority or by any order of a court or arbitration panel to clean up or remediate the Premises, mitigate exposure to liability arising from such Hazardous Substance, as required by - 9 - law, or cease taking or cause requisite corrective action(s) to be taken to preclude any or further (as the case may be) adverse environmental effects, regulatory enforcement actions or civil or criminal actions or proceedings. If a violation of the Toxic Waste Laws other than in respect of Pre-Existing Conditions occurs during the term of this Lease, Lessee shall promptly take any and all remedial, removal, or other actions required by such regulatory authorities to correct the violation. (5) Lessor’s Right of Entry. Lessor shall have the right but not the obligation, prior or subsequent to an event of default without in any way limiting Lessor’s other rights and remedies under this Lease, to enter onto the Premises or to take such other actions as it deems reasonably necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous Substances or a violation of Toxic Waste Laws at the Premises. Any entry on the Premises or other action taken by Lessor must be done in a manner so as not to unreasonably interfere with Lessee’s business at the Premises as prescribed by this Lease. If such entry has been made necessary by the failure of Lessee to perform its obligations under other portions of this Section 9. All reasonable costs and expenses paid or incurred by Lessor in the exercise of any such rights except in respect of Pre-Existing Conditions, shall be payable by Lessee within thirty (30) days after demand. 10. Insurance. a. Insurance Requirements. Lessor shall procure, and maintain throughout the term of this Lease, commercial general liability policy covering Lessee's operations on the Premises which includes premises and operations liability, and broad form property damage liability, and personal injury liability with limits of not less than $3,000,000.00 combined single limit for bodily injury or property damage liability. Lessor shall also carry fire and extended casualty coverage, in the replacement value (100%) of building and subsequent improvements. Additional Rent. The Lessee is to pay the cost of the insurance required above in Section 10(a). 11. Damage or Destruction. a. Lessee’s Obligations. In the event the Premises shall be wholly or partially damaged or destroyed by fire or other casualty, Lessee shall, at its own expense, cause such damage to be repaired or restored to the condition of the Premises which existed immediately prior to such casualty. During the period of repair or restoration, Base Rent and Additional Rent shall not be reduced. Lessee shall have the right to utilize proceeds of insurance maintained by Lessee pursuant to Section 10 to repair and restore the Premises. Notwithstanding the foregoing, Lessee shall have the right to terminate this Lease by delivering written notice to Lessor within sixty (60) days following the occurrence of such casualty and the insurance proceeds (or such amount that would have been available from insurance proceeds - 10 - in the event Lessee elects to self-insure) shall be paid to Lessor and this Lease shall terminate. Also if the damage is 50% or greater than the replacement cost of the buildings on the Premises, and such occurs during the last five (5) years of the initial term or during any renewal term, then Lessor may also elect to terminate this Lease within sixty (60) days of the casualty and be paid and receive the insurance proceeds (or said amount that would have been available from self-insurance if Lessee so elected). b. Time for Repairs. In the event of such repairs, Lessee shall (i) use commercially reasonable efforts to commence to repair any such damage or to restore the Premises within ninety (90) days after such damage or destruction, and (ii) diligently and continuously prosecute such repairs or restoration to completion, and (iii) complete such repairs or restoration as soon as reasonably practicable but in any case within one (1) year after commencement of such repairs or restoration. 12. Condemnation - Eminent Domain. a. Definitions. For purposes of this Section 12, the following terms shall have the respective meanings set forth below: (1) “Award” means the amount of any award made, consideration paid, or damages ordered as a result of a Taking less any reasonable costs in obtaining such award, such as reasonable legal fees and costs, consultant fees, appraisal costs. (2) “Improvements Award” means the positive difference, if any, between the Award and the Land Award (as hereinafter defined). (3) “Date of Taking” means the date upon which title to the Premises, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor. (4) “Land Award” means an amount equal to the positive difference, if any, between the fair market value of the Premises on the date that is one day before the Date of the Taking and the fair market value of the Premis es on the date that is one day after the Date of the Taking. (5) “Partial Taking” means any Taking which does not constitute a Total Taking, provided that nothing contained herein shall preclude or materially interfere with the right of Lessee to enter into a lease or other post-taking agreement with the condemnor for the occupancy or use of the portion taken after the Date of Taking, so long as such lease or post-taking agreement does not adversely affect Lessor’s rights under the condemnation proceeding. - 11 - (6) “Taking” means a taking of the Premises or any damage related to the exercise of the power of eminent domain and including a voluntary conveyance to any agency, authority, public utility, person, or corporate entity empowered to condemn property in lieu of court proceedings. (7) “Total Taking” means the permanent Taking of more than twenty percent (20%) of the entire Premises (measured by land area of the Premises prior to and after the date of the Taking), a Taking of twenty percent (20%) of the parking spaces on the Premises or a Taking in Lessor’s reasonable opinion renders the building constructed on the Premises unusable for the Permitted Use. b. Partial Taking. (1) In the event of a Partial Taking of the Premises during the term of this Lease which takes any portion of the Premises, the following shall occur: (i) the rights of Lessee under this Lease and the leasehold estate of Lessee in and to the portion of the Premises taken shall cease and terminate as of the Date of Taking; and (ii) this Lease shall otherwise continue in full effect, except that Base Rent shall be reduced as set forth below (however, Additional Rent or other sums payable by Lessee hereunder shall continue unreduced notwithstanding any such Taking). Lessee shall, promptly after any such Taking, at its expense, repair any damage caused thereby so that, thereafter, the Premises shall be, as nearly as reasonably possible, in a condition as good as immediately prior to such Taking. In the event of any such Partial Taking, and provided that no event of default exists hereunder, Lessor shall make the Improvements Award available to Lessee to make such repair. Lessor shall however be entitled to any and all proceeds of the Land Award during a Partial Taking. Any balance of the Improvements Award remaining after such repairs have been made shall remain the property of Lessor, and shall, to the extent previously paid by Lessor to Lessee, be repaid by Lessee to Lessor. As of the Date of Taking, Base Rent shall be reduced by the product of the Base Rent multiplied by a fraction (the “Rent Reduction Percentage”), the denominator of which is the total land area of the Premises prior to the Taking and the numerator of which is the total land area of the Premises taken in the Taking. (2) In the event of any temporary Partial Taking, Lessee shall be entitled to the entire Award and there shall be no reduction in Base Rent and Additional Rent. c. Notwithstanding anything herein to the contrary, Lessee shall have the right to terminate this Lease effective as of the date of the Taking in connection with a Partial Taking which occurs during the last two years of the Term, by delivering written notice to Lessor within sixty (60) days following the effective date of the Taking. - 12 - d. Total Taking. In the event of a Total Taking, the Lessee’s leasehold estate shall terminate as of the Date of Taking and all rights and obligations of Lessor and Lessee hereunder shall terminate except for the rights and obligations under this Section 12(d) and that otherwise survive termination of this Lease. Lessor shall be entitled to any and all proceeds of any Land Award and of any Improvements Award in the event of a Total Taking. Nothing contained herein shall limit Lessee’s pursuit of any separate condemnation Award to which it may legally be entitled. e. Notice of Taking. Lessor shall immediately notify Lessee of any written offer from any entity with eminent domain authority to purchase any interest in the Premises. In any such negotiations or in actions in inverse condemnation, Lessee shall have the right to participate in such proceedings to establish the value of its improvements and the compensation to which Lessee is entitled hereunder. However, Lessor shall have total control of the procedural decisions in eminent domain proceedings. Lessor shall have exclusive control over the decision of whether to contest jurisdictional issues in condemnation, Lessor will notify Lessee of that decision, and Lessee agrees to (1) not appear or contest the matters of compensation at the Special Commissioner’s Hearing, (2) not request to draw down any part of the Award deposited by the condemning authority in condemnation prior to final determination by the courts of jurisdictional issues or the abandonment of jurisdictional issue claims by the Lessor, and (3) not to file with the court or deliver to the condemning authority any waiver of jurisdictional claims in order to realign the parties for trial of any condemnation action. Lessor and Lessee agree and covenant to fully cooperate in any condemnation, eminent domain or similar proceeding in order to protest such condemnation to the extent possible and to maximize the total award receivable in respect thereof. 13. Mortgage Rights and Subordination. a. Subordination. Lessee's rights under this Lease shall be at all times subordinate and inferior to any liens established or permitted by Lessor upon the Premises, whether now existing or established in the future. Lessee or Lessee's successors or assigns shall attorn to such lienholder or the successor or assign of such lienholder in the event of a foreclosure or conveyance in lieu thereof. It is agreed that as to any currently existing deed of trust, mortgage or other instrument of security, as well as any currently existing ground lease or primary lease, that now or hereafter covers all or any part of the Premises (collectively, the "Lien Documents"), the terms and provisions of and the subordination provided herein shall extend only to such Lien Documents under which the beneficiary, lessor or holder thereof by agreement in the deed of trust, mortgage, instrument or lease, or in a separate instrument, agrees in substance to not disturb Lessee's occupancy so long as Lessee performs its obligations under the Lease. Lessor agrees to deliver to Lessee on or before the thirtieth (30th) day after the date this Lease a fully signed a Non- Disturbance, Attornment and Subordination Agreement in a mutually agreeable form executed by Lessor and by each and every beneficiary, lessor or holder of all - 13 - currently existing Lien Documents, and in the event Lessor fails to timely deliver to Lessee such agreement, Lessor or Lessee shall have the right (in their sole discretion) to terminate the Lease by written notice given to the other no later than the forty-fifth (45th) day after the date this Lease is fully signed. Lessor warrants and represents (i) that to the best of its knowledge that as of the date of the Lease it is not in default under any Lien Documents and (ii) that there are no ground leases encumbering the Premises as of the date of the Lease. b. Mortgage Rights. Lessee shall have the right at any time to grant a purchase money security interest in any goods or equipment owned by Lessee on the Premises. Upon expiration or termination of this Lease, Lessee or its successors and assigns shall cause the removal of any and all liens and encumbrances from the Premises. 14. Inspection Rights. Lessor shall during business hours, with a representative of Lessee if reasonably available, have the right of access and inspection of the Premises and Improvements for the purpose of insuring compliance with Lessee's obligations hereunder. 15. Quiet Enjoyment. So long as Lessee fully and finally performs all of its obligations hereunder, Lessee shall have the quiet and peaceful possession of the Premises. 16. Default. a. Events of Default. The following are events of default ("Events of Default"): (1) Rent. The failure of Lessee to pay when due any portion of any installment of Base Rent or any other monetary charge due from Lessee hereunder; provided, however, that not more than twice during any twelve (12) month period, Lessor shall provide Lessee written notice of such monetary default whereupon Lessee shall have thirty (30) days to cure such default before Lessor may exercise its remedies hereunder. (2) Abandonment. Lessee abandons the Premises. (3) Other Obligations. The failure of Lessee to comply with or to observe any terms, provisions, or conditions of this Lease performable by and obligatory upon Lessee, excluding the Rent and other payment provisions hereof, within thirty (30) days after written notice by Lessor, or such longer time as may be reasonable if such matter is not susceptible to cure within thirty (30) days provided that Lessee diligently pursues same, but in any event such cure period shall not exceed ninety (90) days. (4) Bankruptcy. Lessee files in any court pursuant to any statute a petition in bankruptcy or insolvency or for reorganization or arrangement or makes an assignment for the benefit of creditors or any such petition is filed against Lessee and a receiver or trustee of all or any portion of Lessee's property is appointed and such proceeding is not dismissed or the trusteeship - 14 - discontinued within one month after such appointment. (5) The assignment of this Lease, subletting of the Premises, or other transfer made in violation of the terms of Section 8(a). b. Remedies. Upon any Event of Default, in addition to all other rights and remedies given hereunder or by law or equity, Lessor may, at its option have one or more of the following remedies: (1) Termination. Lessor may terminate this Lease by notice to Lessee. No re- entry or other act performed or omitted by Lessor shall be deemed to have terminated this Lease or any obligation of Lessee for payment of money or otherwise unless Lessor shall expressly notify Lessee in writing that Lessor has elected to terminate this Lease. In such event, Lessee shall be entitled to recover from Lessor all loss and damage which Lessor may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise, specifically including, but not limited to (i) all reasonable expenses necessary to relet the Premises, which shall include the cost of renovating, repairing, and altering the Premises for a new tenant or tenants, advertisements, and brokerage fees and (ii) any increase in insurance premiums caused by the vacancy of the Premises. Nothing contained in this Lease shall limit or prejudice the right of Lessor to seek and obtain in proceedings under any section or chapter of the Bankruptcy Code by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when and governing the proceedings in which the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. (2) Re-entry. Lessor may re-enter the Premises and remove Lessee or cause Lessee to be removed with or without legal process and with such force as Lessor deems necessary. (3) Reletting. Lessor may, without terminating this Lease, terminate Lessee’s right of possession of the Premises by giving notice to Lessee that Lessee’s right of possession and use shall end on the date stated in the notice, whereupon the right of Lessee to the possession and use of same will terminate, and Lessee covenants to peaceably and quietly yield and surrender the Premises to Lessor in the condition required herein on such termination date. Lessor may (but shall be under no obligation to) relet the Premises or any part thereof for the account of Lessee in the name of Lessee or Lessor or otherwise, without notice to Lessee, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term), and on such conditions (which may include concessions or free rent), and for such uses as Lessor in its absolute discretion may determine, and Lessor may collect and receive any rents - 15 - payable by reason of such reletting. Lessee agrees to pay Lessor on demand all reasonable expenses necessary to relet the Premises, which shall include the cost of renovating, repairing, and altering the Premises for a new tenant or tenants and advertising and brokerage fees, and Lessee further agrees to pay Lessor on demand any deficiency that may arise by reason of such reletting. The word “deficiency” as used herein shall mean the negative difference, if any, between the average effective monthly rental from all sources received or to be received by Lessor during the term of any reletting during the remainder of the term after taking consideration and spreading all concessions, and the amount of Base Rent and other amounts payable per month that Lessor would have received had there been no termination times the number of months remaining in the term (excluding any extension terms not exercised). To the extent required by law, Lessor hereby agrees to use reasonable efforts to relet the Premises. (4) Rent. Lessor may recover rent from Lessee for what would be the balance of the Term in accordance with the following provisions: (a) Monthly Default Gross Rent. The amount of monthly default gross rent ("Monthly Default Gross Rent") shall be the sum of (i) Minimum Rent, and (ii) all other items of rent or other amounts due to Lessor hereunder. (b) Collection as Due. At Lessor's option, Lessor may receive or recover from Lessee from time to time the Monthly Default Gross Rent less the amount by which (i) the total Base Rent and other items of Rent actually received for a period by Lessor under a reletting of the Premises exceeds (ii) reasonable expenses of Lessor in connection with the Premises, including any repairs, remodeling costs in making the Premises leasable, brokerage commissions, attorney's fees and court costs, whether or not such expenses in (ii) exceed the total (i). (c) Collection in Advance. At Lessor's option, Lessor may at any time after an Event of Default receive or recover from Lessee in advance the entire Monthly Default Gross Rent for the balance of the stated Term less the reasonable rental value of the Premises for the balance of the stated Term based on its condition at the time such option is exercised. (d) Interest. Any amounts due from Lessee under this Lease shall bear interest at the rate of 18% per annum or the highest lawful rate, whichever is lower (the “Default Rate”). (e) Bankruptcy. If the event of Default is related to bankruptcy as described in Section 16(a)(4), and this Lease is terminated, neither - 16 - Lessee nor any person claiming through or under Lessee by virtue of any statute or order of court shall be entitled to possession of the Premises but shall promptly surrender the Premises, and Lessor, in addition to all other rights and remedies Lessor may have under other provisions of this Lease or of any statute or rule of law, may retain as liquidated damages any Rent or monies received by Lessor from Lessee or from others in behalf of Lessee. In no event, without the express approval of Lessor, shall this Lease be considered an asset of Lessee's estate in bankruptcy or insolvency or of any receiver or trustee. Any action or adjudication with respect to the property or affairs of any guarantor of this Lease which, if taken by, against or with respect to Lessee, its property or affairs, would entitle Lessor to exercise any remedy specified herein, may be treated, at Lessor's sole option and discretion, as though such action were so taken by, against or with respect to Lessee and Lessor may thereupon pursue against Lessee the remedies set forth in this subparagraph. (f) Other Remedies. Lessor shall have the right to an injunction and to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not provided for. In such event Lessor shall be entitled to recover from Lessee and have paid as Rent all reasonable expense Lessor may incur in connection with its efforts to secure such injunctive relief or other remedy such as court costs, printing costs and attorneys' fees. The words "re- enter" and “re-entry" as used in this Lease are not restricted to their technical meanings. (5) Waiver. No waiver, express or implied, by Lessor as to any breach of a covenant, condition or duty of Lessee shall be construed as a consent or waiver to take any action on account of such default if such default persists or is repeated. No express waiver shall affect any default other than the default specified therein. The receipt and acceptance by Lessor of any Rent with knowledge of any breach by Lessee shall be deemed not to be a waiver of such breach. One or more waivers by Lessor of any breach of any covenant, term or condition of this Lease by Lessee shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. Lessor's consent to or approval of any act by Lessee requiring Lessor's consent or approval shall not be deemed to waive or render unnecessary Lessor's consent to or approval of any subsequent similar acts by Lessee. Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws. (6) Lessor's Lien Waiver. Lessor hereby waives and releases any Landlord’s or other lien for all rentals and other sums of money becoming due hereunder from Lessee. (7) Curing by Lessor. Lessor at any time and without notice, may, but shall not be - 17 - obligated to, cure any default by Lessee. All costs and expenses incurred by Lessor in curing a default, including reasonable attorneys’ fees and interest from the date such costs and expenses were incurred, shall be paid by Lessee to Lessor on demand and shall be recoverable as Rent. 17. Notice. "Notice" shall mean any notice, notification, consent, approval, request, designation, submission, specification, election or other communication required or permitted under this Lease. All notices shall be in writing and shall be deemed to have been given and received the earlier of (1) the date the notice is delivered by one party to the other party personally or delivered to the party's address by a party or by a delivery service which records delivery dates, or (2) three days after the notice is placed in the mail addressed to the other party at the party's address, properly stamped, certified or registered mail, return receipt requested. A party's address shall be as follows or as set forth in a notice to the other party: Lessor: ERF Real Estate, Inc. 555 N. Carancahua, Suite 700 Corpus Christi, Texas 78401 Attn: CEO Phone: (361) _881-9040______________ Lessee: City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Attn: City Manager Phone: (361) 826-3220 18. Commissions. Lessee hereby represents that it has not utilized the services of any real estate agent or broker in connection with this Lease. 19. Holding Over. Any holding over, whether or not consented to by Lessor, shall cause a tenancy at will and the Base Rent payable by Lessee during such period shall be two hundred percent (200%) of the Base Rent payable pursuant to Section 2 above. 20. Limitation of Liability. No constituent member or partner in or agent of Lessor (or any successor Lessor), nor any advisor, trustee, director, officer, employee, beneficiary, shareholder, member, manager, partner, participant, representative or agent of any partnership, limited liability company, corporation, trust or other entity that has or acquires a direct or indirect interest in Lessor (or any successor Lessor), shall have any personal liability, directly or indirectly, under or in connection with this Lease or any agreement made or entered into under or pursuant to the provisions of this Lease, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Lessee and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Lessor’s interest in the Premises for the payment of any claim or for any performance, and Lessee, on behalf of itself and its successors and assigns and - 18 - person or entity claiming through Lessee, hereby waives any and all such personal liability. Any and all covenants and agreements of Lessor contained in this Lease shall be binding upon Lessor and its successors and assigns only with respect to breaches occurring during its or their respective periods of ownership of the Lessor's interest hereunder. The liability of Lessor to Lessee for any default by Lessor under the terms of this Lease shall be limited to Lessor's interest in the Premises, and Lessee agrees to look solely to Lessor's interest in the Premises for recovery of any judgment from Lessor, it being the intention of Lessor and Lessee that Lessor shall not be personally liable for any judgment or deficiency rendered against it in connection with this Lease. To the maximum extent permitted by law, Lessee hereby waives any lien (whether statutory, contractual or constitutional) rights it may have or acquire as a result of a breach by Lessor under this Lease. Lessee also waives and releases any statutory lien and all offset rights it may have against Lessor, including, without limitation, the rights conferred upon Lessee pursuant to Section 91.004(b) of the Texas Property Code, as amended or superseded from time to time, or other applicable law. Notwithstanding anything to the contrary in this Lease, in no event shall Lessor be liable for consequential, special or punitive damages, including without limitation lost profits and business interruption, in connection with a breach or default under this Lease or otherwise. 21. Miscellaneous. a. Entire Agreement. Lessee acknowledges that neither Lessor nor any one in Lessor's behalf has made any representation, warranty or promise with respect to the Premises except as expressly set forth in this Lease. This Lease and its Exhibits embodies the entire agreement and understanding between the parties and supersedes all prior negotiations, agreements and understandings. Any provision of this Lease may be modified, waived or discharged only by an instrument in writing signed by the party against which enforcement of such modification, wavier or discharge is sought. b. Governing Law. The law governing this Lease shall be the laws of the State of Texas. c. Binding Effect. This Lease shall be binding upon and inure to the benefit of Lessor, Lessee and their successors and assigns. d. Headings. The references in the headings of the paragraphs in this Lease are used for convenience only and shall have no substantive meaning or effect. e. Amendments. This Lease may be amended only by a writing signed by Lessor and Lessee. f. Remedies Cumulative. No remedy conferred upon or reserved to Lessor or Lessee shall include any other remedy herein or by law provided, but each shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. - 19 - g. Force Majeure. Each party shall be excused from performing an obligation or undertaking provided for in this Lease other than of the obligations of Lessee to pay Rent and other payments as they become due under this Lease for so long as such performance is prevented, delayed, retarded or hindered by act of God, fire, earthquake, flood, explosion, action of the elements, war, invasion, insurrection, riot, mob violence, sabotage, strike, lockout, action of labor unions, requisitions, laws, or orders of government or civil or military authorities. h. Surrender. Upon the expiration of the Term or earlier termination of this Lease, Lessee shall surrender the Premises to Lessor. If Lessee is not then in default under this Lease, Lessee may remove all trade fixtures, inventory, stock-in-trade, furniture and other personal property which are not fixtures ("Lessee's Property") installed by Lessee. All other installations or improvements, including all Utility Facilities, paneling, decorating, partitions, railings, mezzanine floors, and galleries made by either party shall be and become upon installation the property of Lessor and shall be surrendered with the Premises at the expiration or termination unless Lessor notifies Lessee to the contrary, in which event Lessee shall remove such property at its expense. Whether or not Lessee is then in default, Lessee shall remove at its expense any of Lessee's Property specified to be removed in a notice by Lessor to Lessee. Any property not promptly removed by Lessee under the provisions of this subparagraph may, at Lessor's option, be deemed to have been abandoned by Lessee and may be retained by Lessor without any claim by Lessee. Lessee shall in any event repair any damage to the Premises caused by the removal of Lessee's property. i. Late Charges. In the event Lessee fails to pay to Lessor within 30 days after when due any installment of rental or other sum to be paid to Lessor which may become due hereunder, Lessee shall pay Lessor on demand a late charge equal to the accrued interest on the date the payment becomes overdue. The rate of interest that accrues on an overdue payment is the rate in effect on September 1 of the fiscal year in which the payment becomes overdue. The rate in effect on September 1 is equal to the sum of: (1) one percent; and (2) the prime rate as published in the Wall Street Journal on the first day of July of the preceding fiscal year that does not fall on a Saturday or Sunday. Failure to pay such late charge upon demand therefore shall be an event of default hereunder. Provision for such late charge shall be in addition to all other rights and remedies available to Lessor hereunder or at law or in equity and shall not be construed as liquidated damages or limiting Lessor's remedies in any manner. j. Computation of Charges. Lessor and Lessee each agree that each provision of this Lease for determining charges, amounts and additional rent payable by Lessee (including, without limitation payments for Taxes and Insurance Charge) is commercially reasonable and, as to each such charge or amount, constitutes a “method by which the charge is to be computed” for the purposes of Section 93.012 of the Texas Property Code. - 20 - k. Applicable Law, Venue, Construction. The laws of Texas shall govern the validity, performance and enforcement of this Lease. Venue shall be in Nueces County, Texas for the purposes of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. If any provision of this Lease is capable of two constructions, one of which would render the provision invalid and the other of which would make the provision valid, the provision shall have the meaning which renders it valid. The submission of this document for examination does not constitute an offer to lease, this document being effective only upon execution and delivery by Lessor, Lessee and any guarantors. It is the intent of Lessor and Lessee to conform strictly to all applicable state and federal usury laws and any requirements hereunder for the payment of interest, fees or charges shall be deemed modified to the extent necessary to comply with any such usury laws. l. Time of the Essence. Time is of the essence with respect to each provision, term and covenant of this Lease. m. Captions. The captions are for convenience and do not limit or define the provisions of this Lease. n. Gender, Number. Whenever the sense of this Lease requires it, the use of (1) singular number shall be deemed to include the plural, (2) the masculine gender shall be deemed to include the feminine or neuter gender, and (3) the neuter gender shall be deemed to include the masculine or feminine gender. 22. Survival. All obligations of Lessee shall survive the termination of this Lease. 23. Memorandum of Lease. If requested by either party, Lessor and Lessee shall execute for purposes of recordation in the appropriate real property records, a memorandum of this Lease containing the names of the parties, a description of the Premises, and the term of the Lease in a form agreed upon by both parties. The cost and expenses of recording the memorandum of the Lease, shall be borne by the party asking for the memorandum to be recorded. Upon the expiration or earlier termination of this Lease, Lessee shall, at its expense, within five (5) business days following said expiration or termination, file a release of this Lease in the Official Public Records of Real Property the County in whi ch the Premises is located. This obligation shall survive the expiration of the Term or earlier termination of this Lease. 24. Estoppel Certificates. The parties hereto shall each furnish to the other party, upon request from the other party, from time to time, with a certificate signed by the non-requesting party to the effect that the Lease is then presently in full force and effect; that the rent payable is fully paid; that the non-requesting party is not then in default under the Lease and the non-requesting party does not claim any right or lien against Lessee's property for past due rent; that the non-requesting party is not in default under the Lease; and that the non-requesting party has not accepted any prepaid rent under the Lease except as stated in the Lease. - 21 - 25. Arbitration. The parties further agree as follows: (a) Any and all controversies between the parties shall be settled by arbitration, in accordance with the commercial arbitration rules, then obtaining, of the American arbitration association. Any arbitration hereunder shall be before at least three arbitrators associated with the American arbitration association and selected in accordance with the commercial arbitration rules of the American arbitration association. T he award of the arbitrators, or of a majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. (b) Arbitrable disputes include any and all controversies or claims between the parties of whatsoever type or manner, including any claim based on contract, tort, or statute, and including without limitation, any claim arising out of or relating to this agreement or any other proposed or actual loan or extension of credit, all past, present, and/or future agreements involving the parties , any transactions between or involving the parties and/or any aspect of the past, present or future relationship of the parties, whether banking or otherwise, specifically including any alleged tort committed by either party. (c) Depositions may be taken and other discovery obtained in any arbitration under this agreement. Within thirty (30) days of the date a responsive pleading is filed in any arbitration proceeding hereunder, all parties shall serve on all other parties an initial disclosure as would be required by rule 26, federal rules of civil procedure. (d) For purposes of this provision, "the parties" means borrowers, guarantors, pledgers, lender, and each of them, and all persons and entities signing this agreement or any other agreements, security instruments and/or guarantees executed heretofore or contemporaneously with and as part of the same transaction with this agreement. "the parties" shall also include individual partners, officers, directors, employees, agents and/or representatives of any party to those documents, and shall include any other owner and holder of the loan documents. (e) The parties shall have the right to invoke self-help remedies (such as set-off, notification of account debtors, seizure and/or foreclosure of collateral, and nonjudicial sale of personal property and real property collateral) before, during or after any arbitration and/or to request ancillary or provisional judicial remedies (such as garnishment, attachment, specific performance, receiver, injunction or restraining order, and sequestration) before or after any arbitration. The parties need not await the outcome of the arbitration before using self-help remedies. Use of self-help or ancillary and/or provisional remedies shall not operate as a waiver of either party's right to compel arbitration. (f) The parties agree that any action regarding any controversy between the parties shall either be brought by arbitration, as described herein, or by judicial proceedings, but shall not be pursued simultaneously in different or alternative forums. This provision shall not operate to limit the parties from pursuing self-help remedies before, during or after any arbitration as described in paragraph (e) above. A timely written notice of intent to arbitrate - 22 - pursuant to this agreement stays and/or abates all action in a trial court, save and except a hearing on a motion to compel arbitration and/or the entry of an order compelling arbitration and staying and/or abating the litigation pending the filing of the final award of the arbitrators. (g) Any aggrieved party shall serve a written notice of intent to arbitrate to any and all opposing parties within 60 days after dispute has arisen. A dispute is defined to have arisen only upon receipt of service of judicial process or of a complaint in arbitration. Failure to serve a written notice of intent to arbitrate within the time specified above shall be deemed a waiver of the aggrieved party's right to compel arbitration of such claim. The issue of waiver pursuant to this agreement is an arbitrable dispute. (h) Active participation in pending litigation during the 60 day notice period, whether as plaintiff or defendant, is not a waiver of the right to compel arbitration. All discovery obtained in the pending litigation may be used in any subsequent arbitration proceeding. (i) Any arbitrator selected shall be knowledgeable in the subject matter of the dispute. Qualified retired judges shall be selected wherever possible through panels maintained by the American arbitration association. Each of the parties shall pay an equal share of the arbitration costs, fees, and expenses, and of the arbitrators' costs, fees, and expenses. (j) All statutes of limitations which would otherwise be applicable shall apply to any arbitration proceeding hereunder and the commencement of any arbitration proceeding tolls such limitations. (k) In any arbitration proceeding subject to these provisions, the arbitrators, or a majority of them, are specifically empowered to decide (by documents only, or with a hearing at the arbitrators' sole discretion) pre-hearing motions which are substantially similar to pre- hearing motions to dismiss and motions for summary adjudication. (l) The provisions of this agreement shall survive any termination, amendment, or expiration of the agreement in which this section is contained, unless all the parties otherwise expressly agree in writing. (m) The arbitrators, or a majority of them, shall award attorney's fees and costs to the prevailing party pursuant to the terms of this agreement. (n) Venue of any arbitration proceeding hereunder will be in Nueces County, Texas. 26. Option to Renew. (a) Provided Lessee is not then in default hereunder, Lessee shall have the option to extend this Lease for one renewal term of 20 years. All terms and conditions for a renewal term shall be the same as during the initial term with the Base Rent to continue to be adjusted at the beginning of the first, sixth, eleventh and sixteenth years of the renewal term for changes in the CPI. - 23 - (b) During each renewal term the Tenant shall also continue to pay the Additional Rent. To exercise its option to renew, Tenant must deliver written notice to Landlord at least twelve (12) months prior to the end of the term then in effect. 27. 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 s ubject 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. 28. Certificate of Interested Parties. Lessor agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 requires disclosure of “interested parties” with respect to entities that enter contracts with cities. These interested parties include: (1) persons with a “controlling interest” in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 29. CONFLICT OF INTEREST. Developer/Owner agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary’s Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary’s website at http://www.cctexas.com/government/city- secretary/conflict-disclosure/index [Signature Page to Follow] - 24 - EXECUTED as of the _____ day of _______________, 2020. LESSOR: ERF REAL ESTATE, INC. a Texas nonprofit corporation By: Name: Paul Altheide Its: Chief Executive Officer LESSEE: City of Corpus Christi, Texas a Texas municipal corporation By: Name: Peter Zanoni Its: City Manager APPROVED AS TO LEGAL FORM: ______________________________ Myra K. Morris Date Chief Legal Counsel Ed Rachal Foundation ____________________________________ Buck Brice (Date) Assistant City Attorney For City Attorney F:\5726\44 GoodSamaritan\City\20 ExBForm-(v2)-0410..docx - 25 - EXHIBIT “A” REAL PROPERTY DESCRIPTION OF PREMISES [TO BE INSERTED] DATE: February 26, 2020 TO: Peter Zanoni, City Manager FROM: Al Raymond, AIA, Director Development Services Department AlRaymond@cctexas.com (361) 826-3575 CAPTION: Zoning Case No. 0220-03, MPM Development, LP. (District 5). Ordinance rezoning property at or near 7797 Yorktown Boulevard from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District. SUMMARY: The purpose of the zoning request is to allow for a single-family subdivision. BACKGROUND AND FINDINGS: The subject property is 89.23 acres in size. According to the applicant the purpose of the request is to construct a single-family subdivision of approximately 330 homes. Conformity to City Policy The subject property is located within the boundaries of the Southside Area Development Plan and is planned for medium density residential and Floodplain Conservation uses. The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The proposed rezoning is compatible with the adjoining properties and does not have a negative impact. Adjacent to the north is a single-family home subdivision (Starlight Estates) zoned “RS-4.5” Single-Family 4.5 District. The property does contain wetlands identified as “PUBHx” “Freshwater Pond”) according to the United States Fish and Wildlife Service National Wetlands Mapper. At the platting phase, the developer will need a letter of determination from the Army Corps of Engineers to determine the impact of the wetlands. A future extension of Oso Parkway will traverse the property along the southern property boundary. Located to the east, across a 123-foot drainage way is the Starry range. The targets of the range do not face residential properties. However, the noise of the range could be a nuisance factor. Rezoning a property at or near 7797 Yorktown Boulevard AGENDA MEMORANDUM Public Hearing & First Reading Ordinance for the City Council Meeting 04/14/20 Second Reading Ordinance for the City Council Meeting 04/21/20 Public Input Process Number of Notices Mailed 38 within 200-foot notification area 5 outside notification area As of February 14, 2020: In Favor 0 inside notification area 0 outside notification area In Opposition 0 inside notification area 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Commission Recommendation Planning Commission approval of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District on February 19, 2020. ALTERNATIVES: 1. Denial of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single- Family 4.5 District. FISCAL IMPACT: There is no fiscal impact associated with this item. RECOMMENDATION: Staff recommends approval of the zoning request. Planning Commission recommended approval of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District with following vote count. Vote Count: For: 9 Opposed: 0 Absent: 0 Abstained: 0 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Zoning Case No. 0220-03, MPM Development, LP. (District 5). Ordinance rezoning property at or near 7797 Yorktown Boulevard from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District. WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the Planning Commission during which all interested persons were allowed to appear and be heard; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application for an amendment to the City of Corpus Christi’s Unified Development Code (“UDC”) and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this rezoning is not detrimental to the public health, safety, or general welfare of the City of Corpus Christi and its citizens; and WHEREAS, the City Council finds that this rezoning will promote the best and most orderly development of the properties affected thereby, and to be affected thereby, in the City of Corpus Christi. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The Unified Development Code (“UDC”) and corresponding UDC Zoning Map of the City of Corpus Christi, Texas is amended by changing the zoning on the subject property described as being an 89.226 acre tract of land, more or less, consisting of all of Lots 6 and 7 and a portion of Lot 8, a portion of Fractional Lot 9 and all of Fractional Lots 10 and 11, all in Section 24, Flour Bluff and Encinal Farm and Garden Tracts as shown in Exhibit “A”: from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District. The subject property is located at or near 7797 Yorktown Boulevard. Exhibit A, which is the Metes and Bounds of the subject property with an associated map attached to and incorporated in this ordinance. SECTION 2. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011 and as amended from time to time, except as changed by this ordinance, both remain in full force and effect including the penalties for violations as made and provided for in Article 10 of the UDC. SECTION 3. To the extent this amendment to the UDC represents a deviation from the Page 2 of 6 City’s Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 4. All ordinances or parts of ordinances specifically pertaining to the zoning of the subject property that are in conflict with this ordinance are hereby expressly repealed. SECTION 5. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1 of the UDC, Article 10 of the UDC, and/or Section 1-6 of the Corpus Christi Code of Ordinances. SECTION 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 7. This ordinance shall become effective upon publication. Page 3 of 6 That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor Page 4 of 6 Exhibit A Page 5 of 6 Page 6 of 6 PLANNING COMMISSION FINAL REPORT Case No. 0220-03 INFOR No. 20ZN1004 Planning Commission Hearing Date: February 19, 2020 Applicant & Legal Description Owner: MPM Development, LP. Applicant: MPM Development, LP. Location Address: 7797 Yorktown Boulevard Legal Description: Being 89.226 acre tract of land, more or less, consisting of all of Lots 6 and 7 and a portion of Lot 8, a portion of Fractional Lot 9 and all of Fractional Lots 10 and 11, all in Section 24, Flour Bluff and Encinal Farm and Garden Tracts, located along the east side of Peterson Drive, south of Yorktown Boulevard, and west of Starry Road. Zoning Request From: “FR” Farm Rural District To: “RS-4.5” Single-Family 4.5 District Area: 89.23 acres Purpose of Request: To allow for the construction of a single-family residential subdivision. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site “FR” Farm Rural Vacant Medium Density Residential and Flood Plain Conservation North “RS-4.5” Single-Family 4.5 Vacant Medium Density Residential South “RS-6” Single-Family 6 Vacant Flood Plain Conservation and Water East “FR” Farm Rural Vacant Medium Density Residential West “FR” Farm Rural and “RS-4.5” Single-Family 4.5 Vacant and Low Density Residential Medium Density Residential and Flood Plain Conservation ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for a medium density residential use and floodplain conservation. The proposed rezoning to the “RS- 4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC). Map No.: 042029 Zoning Violations: None Staff Report Page 2 Transportation Transportation and Circulation: The subject property has approximately 130 feet of street frontage along Ranch View Drive which is designated as a “Local / Residential” Street. According to the Urban Transportation Plan, “Local / Residential” Streets can convey a capacity up to 500 Average Daily Trips (ADT). Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Ranch View Drive “Local/Residential” 50’ ROW 28’ paved 60’ ROW 40’ paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the “FR” Farm Rural District to the “RS-4.5” Single-Family 4.5 District to allow for the construction of a single- family residential subdivision. Development Plan: The subject property is 89.23 acres in size. According to the applicant, the proposed development will consist of single-family residences that will be completed in phases. Existing Land Uses & Zoning: The subject property is currently zoned “FR” Farm Rural District, consists of vacant land, and has remained undeveloped since annexation in 1995. To the north is a single-family home subdivision (Starlight Estates) zoned “RS-4.5” Single-Family 4.5 District. To the south is vacant unplatted land zoned “RS-6” Single- Family 6 District and consists of Oso Creek. To the east and west is vacant unplatted land zoned “FR” Farm Rural District. AICUZ: The subject property is not located in one of the Navy’s Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. Utilities: Water: 8-inch C900 line located along Ranch View Drive. Wastewater: 12-inch PVC line located along Ranch View Drive. Gas: Future Service. Storm Water: 30-inch line located at Ranch View Drive and Superman Drive. Plan CC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for a medium density residential use. The proposed rezoning to the “RS-4.5” Single-Family 4.5 District is consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. The following policies should be considered: • Encourage orderly growth of new residential, commercial, and industrial areas (Future Land Use, Zoning, and Urban Design Policy Statement 1). Staff Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3). Department Comments: • The proposed rezoning is consistent with the adopted Comprehensive Plan (Plan CC), compatible with the adjoining residential properties, and does not have a negative impact upon the adjacent properties. • Adjacent to the north is a single-family home subdivision (Starlight Estates) zoned “RS-4.5” Single-Family 4.5 District. • The property does contain wetlands identified as “PUBHx” “Freshwater Pond”) according to the United States Fish and Wildlife Service National Wetlands Mapper. • At the platting phase, the developer will need a letter of determination from the Army Corps of Engineers to determine the impact of the wetlands. • A future extension of Oso Parkway will traverse the property along the southern property boundary. • Located to the east, across a 123-foot drainage way is the Starry range. The targets of the range do not face residential properties. However, the noise of the range could be a nuisance factor. Planning Commission and Staff Recommendation (February 19, 2020): Approval of the change of zoning from the “FR” Farm Rural District to the “RS-4.5” Single- Family 4.5 District. Public Notification Number of Notices Mailed – 38 within 200-foot notification area 5 outside notification area As of February 14, 2020: In Favor – 0 inside notification area – 0 outside notification area In Opposition – 0 inside notification area – 0 outside notification area Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) https://corpuschristi.sharepoint.com/sites/DevelopmentServices/DevelopmentSvcs/SHARED/ZONING CASES/2020/0220-03 MPM Development (7797 Yorktown)/Council Documents/Report - MPM Development, LP.docx Staff Report Page 4 MPM Development, LP. Rezoning for a Property at 7797 Yorktown Boulevard From “FR” To “RS-4.5” N City Council April 14, 2020 Zoning Case #0220-03 2 Aerial Overview 3 Zoning Pattern 4 Planning Commission and Staff Recommendation Approval of the “RS-4.5” Single-Family 4.5 District 5 Public Notification 38 Notices mailed inside 200’ buffer 5 Notices mailed outside 200’ buffer Notification Area Opposed: 0 (0.00%) In Favor: 0 6 UDC Requirements Buffer Yards: N/A Setbacks: Street: 20 feet Side/Rear: 5 feet Parking: 2 per dwelling Uses Allowed: Single-Family Homes, Home Occupations, Group Homes. 7 Utilities Water: 8-inch C900 Wastewater: 12-inch PVC Gas: Future Service Storm Water: 30-inch RCP DATE: March 9, 2020 TO: Peter Zanoni, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com 361-826-3938 CAPTION: Ordinance accepting a grant award of $4,063.31 from Plains All American Pipeline to purchase personal protective equipment for the Corpus Christi Fire Department for use during industrial responses; and appropriating $4,063.31 into the Fire Grant Fund. SUMMARY: This ordinance authorizes the acceptance and appropriation of a grant totaling $4,063.31 from Plains All American Pipeline. The grant funds will support the Fire Department to purchase flame retardant apparel, a type of protective clothing, which is part of Personal Protective Equipment (PPE) for firefighters. This type of apparel protects firefighters against hazards such as arc flashes, fire flashes, and explosions. BACKGROUND AND FINDINGS: The Corpus Christi Fire Department (CCFD) was recently awarded a grant of $4,063.31 from Plains All American Pipeline through its First Responder Grant Program. Plains All American Pipeline aims to support the training and equipment needs of local fire and police responders in communities. This is the first time the CCFD has been awarded this grant from Plains All American Pipeline. This grant will outfit 21 firefighters with flame resistant (FR) PPE (one-piece FR coverall). This PPE will provide responders with the ability to wear the most appropriate gear for the tasks assigned. This will allow them complete work in a safe manner without the undue heat stressors that their current gear employs. By providing this PPE, our responders will be safer and more efficient when responding to or preparing for any Acceptance of grant from Plains All American Pipeline to support the Corpus Christi Fire Department AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting April 14, 2020 Second Reading Ordinance for the City Council Meeting April 21, 2020 industrial emergency response to save lives and property. ALTERNATIVES: If we don’t accept the grant, we will have to seek alternative funding. FISCAL IMPACT: Acceptance of grant for $4,063.31 and appropriating $4,063.31 to the Fire Grant Funds. Funding Detail: Fund: 1062 Organization/Activity: 840020L Mission Element: 888 Project # (CIP Only): Account: 340000 RECOMMENDATION: Staff recommends approval of this ordinance to accept and appropriate grant totaling $4,063.31. LIST OF SUPPORTING DOCUMENTS: Ordinance Award Letter Quote Ordinance accepting a grant award of $4,063.31 from Plains All American Pipeline to purchase personal protective equipment for the Corpus Christi Fire Department for use during industrial responses; and appropriating $4,063.31 into the Fire Grant Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: The City Manager or designee is authorized to execute all documents necessary to accept a donation from Plains All-American Pipeline in the amount of $4,063.31 to purchase personal protective equipment for use during industrial responses. SECTION 2: That $4,063.31 from Plains All-American Pipeline, is appropriated in the Fire Grant Fund No. 1062 to purchase personal protective equipment for use during industrial responses. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca L. Huerta Joe McComb City Secretary Mayor DATE: February 27, 2020 TO: Peter Zanoni, City Manager FROM: Dan Grimsbo, Executive Director of Water Utilities DanG@cctexas.com 361-826-1718 CAPTION: Ordinance authorizing an amendment to the Lease Agreement with Padre Island Yacht Club revising rent payments from greater of 10% of gross income or $2300 annually to greater of 5% gross income or $2500 quarterly. SUMMARY: This ordinance will amend the Payment Terms and Insurance Requirements for the current lease agreement with the Padre Island Yacht Club located at 13403 Whitecap Blvd. BACKGROUND AND FINDINGS: The current lease between the City of Corpus Christi and the Padre Island Yacht Club was originally authorized in 1995 and includes a total leased area of 2.69 acres adjacent to the Whitecap Wastewater Treatment Plant. The Padre Island Yacht Club was built by members and opened in 1996. The current lease expires July 11, 2025. The Padre Island Yacht Club approached the City to ask for a change in the method used for lease payment calculation. The current method is $2300 annually or 10% of monthly gross income from membership fees and slip rentals. Over the last 7 years, lease payments have increased over 140%, averaging $15,800 annually. The proposed lease payment will change to the greater of $2,500 or 5% of quarterly gross income from membership fees and slip rentals. Payments will be made quarterly instead of monthly and be effective the 1st quarter of 2020. The Insurance Requirements have been reviewed by Risk Management and updated effective upon execution of the lease amendment. ALTERNATIVES: Do not approve the change in lease payments or accept the updated Insurance Requirements for the Padre Island Yacht Club. FINANCIAL IMPACT: Net revenue from the lease payments will not vary significantly from budgeted amounts. Padre Island Yacht Club lease amendment AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting March 17, 2020 Second Reading Ordinance for the City Council Meeting March 24, 2020 Funding Detail: n/a RECOMMENDATION: Staff recommends approval of the amendment to the lease with the Padre Island Yacht Club. LIST OF SUPPORTING DOCUMENTS: Amendment #2 Exhibit A – Current Survey Exhibit B – Insurance Requirements Current Lease and Amendment #1 Ordinance authorizing an amendment to the Lease Agreement with Padre Island Yacht Club revising rent payments from greater of 10% of gross income or $2300 annually to greater of 5% gross income or $2500 quarterly Whereas, the Padre Island Yacht Club (“PIYC”) lease was approved on August 23, 2011 and amended on December 12, 2017 for lease of property adjacent to the Wastewater Treatment Plant located on Whitecap Blvd; Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the City Manager or designee is authorized to execute an amendment to the Lease with the Padre Island Yacht Club to revise the rent payments from greater of 10% of gross income or $2300 annually to greater of 5% gross income or $2500 quarterly and revise insurance exhibit. A copy of the amendment shall be filed with the City Secretary’s Office. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020. ATTEST: _________________________ ________________________ Rebecca Huerta Joe McComb City Secretary Mayor 1 AMENDMENT NO. 2 TO PADRE ISLAND YACHT CLUB LEASE Whereas, on August 23, 2011 the Corpus Christi City Council authorized a Lease Agreement with the Padre Island Yacht Club (“PIYC”) regarding the use of city property through July 11, 2025; Whereas, on December 12, 2017, the Corpus Christi City Council authorized Amendment No. 1 to increase total leased area to 2.89 acres; Whereas, the Lease Agreement required monthly payment of 10% of all gross income or $2300 annually, whichever is greater; Whereas, the PIYC has requested review of the rental payments in the Lease Agreement as the annual payment under the current formula has increased 142% in the prior 7 years; Whereas, the City has evaluated rental payments and determined that revision is in order; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1)Section 3 a of the Lease Agreement regarding Rental Payments is hereby amended as follows. The changes are shown in redline format. “3. Rental Payments. a.PIYC agrees to pay ten percent (10%) of all gross income or $2300 annually, whichever is greater, from reoccurring monthly assessments and slip rentals, in advance on or before the tenth (10th) of each month. b.Effective January 1, 2020, the monthly rents are replaced with quarterly rents, to be paid on the following dates: 1st quarter (January – March) payment is due April 5 2nd quarter (April – June) payment is due July 5 3rd quarter (July – September) payment is due October 5 4th quarter (October – December) payment is due January 5 Each quarterly rent payment is the greater of either $2,500.00 or 5% of gross income from slip rentals and membership fees collected during the quarter. , John Stokes 3 EXHIBIT B INSURANCE REQUIREMENTS REVISED 02-11-2020 I. CONTRACTOR’S LIABILITY INSURANCE A. 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. B. Contractor must furnish to the City’s Risk Manager and Contract Administrator one (1) copy of Certificate 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 30-day advance written notice of cancellation, non-renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Comprehensive Broad Form 2.Premises - Operations 3. Products/ Completed Operations 4.Contractual Liability 5. Broad Form Property Damage 6. Independent Contractors 7.Personal Injury 8. Host Liquor Liability 9. Watercraft Liability endorsement—to include: The size of watercraft must be known and no limitation of the endorsement may exclude coverage by virtue of the size of the watercraft $500,000 per person/ $1,000,000 per occurrence Bodily Injury and $300,000 Property Damage OR $1,000,000 COMBINED SINGLE LIMIT 4 C. 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. 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 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. 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 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 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, 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 5 •Provide thirty (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 (10) calendar days advance written notice for nonpayment of premium. E. Within five (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. 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 stop work hereunder, and/or withhold any payment(s) 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 contract. 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 contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2020 Insurance Requirements Ins. Req. Exhibit Padre Island Yacht Club 02/11/2020 Risk Management – Legal Dept. Project: Dean Pipeline Easement Legistar No.: 20-0277 DATE: March 30, 2020 TO: Peter Zanoni, City Manager THRU: Mike Rodriguez, Chief of Staff michaelrod@cctexas.com (361) 826-3732 FROM: Jeff H. Edmonds, P.E., Director of Engineering Services jeffeye@cctexas.com (361) 826-3851 Kevin Norton, Director of Water Utilities kevinn@cctexas.com (361) 826-1874 CAPTION: Ordinance authorizing three non-contiguous 30-foot wide pipeline easements and one construction yard license of 1.12 acres to Dean Pipeline Company, LLC to construct one new 8- inch pipeline for the transportation of oil, gas, or other hydrocarbon product located on City property operated by the City Water Department, two of the pipeline easements are located southeast of the O.N. Stevens Water Treatment Plant and third pipeline easement on property north of IH37 by the O.N. Stevens Spillway Tract; located in Council District 1, and appropriating $108,810 into the City’s Water Department Operating Fund No. 4010. SUMMARY: Dean Pipeline Company, LLC (Dean Pipeline) is currently constructing a pipeline from San Patricio County to the City’s industrial area. This ordinance conveys three non-contiguous 30-foot wide pipeline easements adding to a length of approximately 2,787 linear feet (lf) and one construction yard license approximately 1.12 acres to Dean Pipeline to construct one 8-inch pipeline for the transportation of oil, gas, or other hydrocarbon product across City properties. The revenue received from Dean Pipeline in the amount of $108,810 will be appropriated into City’s Water Department Operating Fund No. 4010. Granting Pipeline Easements and a Construction Yard License to Dean Pipeline Company, LLC AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of April 14, 2020 Second Reading Ordinance for the City Council Meeting of April 21, 2020 Project: Dean Pipeline Easement Legistar No.: 20-0277 BACKGROUND AND FINDINGS: Dean Pipeline Company, LLC (Dean Pipeline) is currently constructing a pipeline from San Patricio County to the City’s industrial area. Dean Pipeline has requested a 30-foot wide pipeline easement on three non-contiguous tracts and one construction yard license, located on City property under the jurisdiction of the Water Department. Listed below are the detail:  Tract 76 – Pipeline easement for 251.11 lf, located southeast of the O.N. Stevens Plant Tract as shown on Maps Exhibit A – Tracts 76 and 77  Tract 77 – Pipeline easement for 884.99 lf, located southeast of the O.N. Stevens Plant Tract as shown on Maps Exhibit A – Tracts 76 and 77  Tract 82 – Pipeline easement for 1,651.04 lf, located north of IH37 by the O.N. Stevens Spillway Tract as shown on Maps Exhibit B – Tracts 81 and 82  Tract 81 – Construction yard license for approximately 1.12 acres, north of IH37 by the O.N. Stevens Spillway Tract as shown on Maps Exhibit B – Tracts 81 and 82 Dean Pipeline is limited to one, 8-inch pipeline to transport products like natural gas, gaseous products, crude oil and other hydrocarbons or minerals whether in gaseous or liquid form. Dean Pipeline will use horizontal boring to construct their pipeline under existing City’s water transmission lines with a minimum vertical clearance of 12 feet. The construction yard license will be used for parking, assembling of the pipeline, and the storing of equipment and materials. The license will be for a term of one year beginning on April 1, 2020 and terminating on April 1, 2021. City will closely monitor the boring operations, as well as any other construction adjacent to the City’s water transmission lines. The City has agreed to grant the three non-contiguous pipeline easements for a total amount of $103,770 with Tract 76 - $8,413; Tract 77 - $38,190 and Tract 82 – $57,167. This amount of revenue is calculated based on pipe size, pipe length, and easement areas. The revenue for the construction yard license on Tract 81 is $ 5,040 based on a 15% rate of return of the land value for a one-year period. The three easements may be revocable by the City if Dean Pipeline violates or fails to correct any of the laws, rules, or regulations of the Department of Transportation, Railroad Commission, and certain City ordinances. ALTERNATIVES: Granting the pipeline easements and construction yard license makes good use of the City’s vacant areas of land and generates revenue for Water Department’s operations. The City could alternatively deny the easement to Dean Pipeline. This could lead to legal action of eminent domain proceedings as they are registered as a common carrier pipeline company with eminent domain rights in the State of Texas. FISCAL IMPACT: The grant of these pipeline easements and construction yard license produces a one-time total revenue of $108,810. Listed below are the details: Tract 76 - $8,413 Tract 77 - $38,190 Tract 82 - $57,167 and Tract 81 - $ 5,040 The revenue will be appropriated into City’s Water Department Operating Fund No. 4010. Project: Dean Pipeline Easement Legistar No.: 20-0277 Funding Detail: Fund: Water Department 4010 Deposited into revenue account upon receipt of funds RECOMMENDATION: City staff recommends approval of the Ordinance which grants Dean Pipeline the right to construct its pipeline across the City’s land. The revenue to be received by the City will be appropriated to the Water Department’s Operating Fund No. 4010. LIST OF SUPPORTING DOCUMENTS: Maps (3) Ordinance Revocable Easements (3) Construction Yard License Ordinance authorizing three non-contiguous 30-foot wide revocable pipeline easements and one construction yard license of 1.12 acres to Dean Pipeline Company, LLC to construct one new 8-inch pipeline for the transportation of oil, gas, or other hydrocarbon product located on City property operated by the City Water Department, two of the pipeline easements are located southeast of the O.N. Stevens Water Treatment Plant and third pipeline easement on property north of IH37 by the O.N. Stevens Spillway Tract; located in Council District 1, and appropriating $108,810 into the City’s Water Department Operating Fund No. 4010. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: That three 30-foot wide Revocable Easements with variable width Temporary Construction areas and one Construction Yard License be granted to Dean Pipeline Company, LLC, for the purpose of constructing, operating, maintaining, repairing and removing a 8-inch pipeline across two City owned properties southeast of the O.N. Stevens Water Treatment Plant and one on another site north of IH37 known as the O.N. Stevens Spill Way Tract in Corpus Christi, Nueces County, Texas, together with a Construction Yard License south of the Spill Way Tract, for the amount of $108,810 to be paid to the City. SECTION 2: Revenue in the amount of $108,810 is accepted from Dean Pipeline Company, LLC and appropriated into the No. 4010 Water Department Operational Fund. SECTION 3: That the City Manager or designee is authorized to execute the Revocable Easements, Construction Yard License and other related documents for the conveyance of the revocable easements and license. That the foregoing ordinance was read for the first time and passed to its second reading on this the ____ day of _________________2020, by the following vote: Joe McComb __________________ Michael Hunter ________________ Roland Barrera __________________ Ben Molina ________________ Rudy Garza __________________ Everett Roy ________________ Paulette M. Guajardo __________________ Greg Smith ________________ Gil Hernandez __________________ That the foregoing ordinance was read for the second time and passed finally on this the ____ day of _________________2020, by the following vote: Joe McComb __________________ Michael Hunter ________________ Roland Barrera __________________ Ben Molina ________________ Rudy Garza __________________ Everett Roy ________________ Paulette M. Guajardo __________________ Greg Smith ________________ Gil Hernandez __________________ PASSED AND APPROVED, this the _____day of ____________________, 2020 ATTEST: ____________________________ __________________________ Rebecca Huerta City Secretary Mayor DATE: March 27, 2020 TO: Peter Zanoni, City Manager FROM: Kevin Norton, Director of Water Utilities KevinN@cctexas.com 361-826-1718 CAPTION: Ordinance amending Section 55-100 of the Corpus Christi Code of Ordinances regarding wastewater winter quarter average usage calculation to be effective by May 1, 2020. SUMMARY: The calculation in the ordinance for a customer’s winter quarter average needs to be revised to accurately reflect the method to be used to calculate wastewater charges. BACKGROUND AND FINDINGS: As per City Council ordinance approved in September 17, 2019, Wastewater rates will be calculated based on residential customer’s winter quarter average. The current ordinance reflects the method previously approved prior to January 2018. As testing of the billing system progressed in early 2020, it was discovered that the Infor Utility Billing System utilizes a common formula for Winter Quarter Averaging but was different from the formula used by the H.T.E. Billing System. The method programmed in the Infor Utility Billing System evaluates all readings taken during December, January and February. The system sums the billable consumption for the readings taken during those months to arrive at a total winter quarter consumption. The system calculates the number of days for that consumption as the number of days between the most-recent reading prior to December and the latest reading in February. The system calculates a daily usage by dividing the total winter quarter consumption by the number of days, then multiplies by 30 to arrive at the new winter quarter average consumption amount which is used to calculate the monthly wastewater charge. This monthly wastewater charge would remain the same until a new winter quarter average is calculated the following year. Customers will see wastewater charges reflecting their winter quarter average on utility bills received after June 1, 2020. In order to comply fully, the ordinance must be updated to reflect the actual calculation method for winter quarter averaging within the Infor Utility Billing System. ALTERNATIVES: Delay implementation of the winter quarter average for wastewater charges and contract with Update to Wastewater Winter Quarter Averaging calculation AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting April 14, 2020 Second Reading Ordinance for the City Council Meeting April 21, 2020 Infor to reprogram the calculation. This would increase the risk of other programming issues. FINANCIAL IMPACT: There would be a minimal impact on fiscal year wastewater revenue with this change in calculation. Residential customers might experience higher wastewater charges during the higher water use summer months if implementation is delayed. Funding Detail: n/a RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Page 1 Ordinance amending Section 55-100 of the Corpus Christi Code of Ordinances regarding wastewater winter quarter average usage calculation to be effective by May 1, 2020. SECTION 1. Section 55-100 of the Corpus Christi Code of Ordinances regarding wastewater rates is revised to read as follows regarding the winter quarter average usage calculation as shown in underlined text below to be effective by May 1, 2020. Sec. 55-100. - Schedule. (a) The monthly charge to be paid by users of wastewater service furnished by the city's municipal sewer system, except as otherwise provided in articles VII and XI of chapter 55, shall be based on the amount of water used by the user according to the following rates: Classification Based upon Winter Quarter Average Usage Effective 2020 Inside city limits One-family minimum monthly charge (first 2,000 gallons) $ 32.60 One family per 1,000 gallons over 2,000 6.69 Inside city limits One-family maximum monthly charge (up to 25,000 gallons) 186.47 Outside city limits One-family minimum monthly charge (first 2,000 gallons) 40.75 One-family per 1,000 gallons over 2,000 14.85 Outside city limits One-family maximum monthly charge (up to 25,000 gallons) 382.30 CLASSIFICATION – COMMERCIAL Inside city limits Effective January 1, 2020 Commercial minimum monthly charge (first 2,000 gallons) 44.75 Inside city limits Commercial per 1,000 gallons over 2,000 4.79 Outside city limits Commercial minimum monthly charge (first 2,000 gallons) 55.95 Outside city limits Commercial per 1,000 gallons over 2,000 9.59 Page 2 (b) The City will begin in March 2020 to implement winter quarter averaging for residential wastewater customers as soon as the City billing system has been programmed to calculate the wastewater bills utilizing winter quarter average usage . By May 1, 2020, Tthe amount of water used to compute the monthly bills for wastewater service to one-family residential customers shall be computed on the basis of the "winter quarter average usage" that is calculated pursuant to this subsection and. A new winter quarter average usage shall be calculated every year thereafter. (1) Definitions. a. Winter quarter averaging wastewater charge period: The period of water and wastewater service during the three (3)) complete reading periods of the preceding winter quarter months of December, January and February. The initial winter quarter averaging wastewater charge period occurs during the months December 2019 through February 2020. b. Winter quarter average usage: The monthly wastewater usage established by the city during the "winter quarter averaging wastewater charge period" based upon the customer’s 30-day average monthly water consumption during that period. c. Interim average usage: The monthly wastewater usage established by the city for individual customers who have not established a "winter quarter average usage". The "interim average" is three thousand (3,000) gallons per month, and is to be the basis for monthly wastewater chargesbillings until a "winter quarter average usage" as defined in subsection (b)(1)b. of this section is established for the individual customer. d. Service area: The geographic region served by the city's wastewater system. (2) Winter quarter average criteria. a. The customer must receive wastewater service at one (1) location during the entire winter quarter averaging wastewater charge period in order to establish a "winter average usage". b. "Winter quarter average usage" charges shall apply to one-family residential customers only. c. The following method will be used to calculate the customer's "winter quarter average usage": 1. Add the customer 's water consumption during the winte r quarter averaging wastewater charge period to determine three-month total winter quarterwater consumption. 2. Divide three-month total winter quarter water consumption amount by three (3) the number of days between the reading in December and the latest reading in February to determine the average daily usage. Such winter quarter average usage shall be limited to a maximum of twenty-five thousand (25,000) gallons. In the event a reading in December does not exist, the most recent prior reading will be utilized. 3. Multiply the average daily usage by 30 to determine winter quarter average usage. Such winter quarter average usage shall be limited to a maximum of t wenty-five thousand (25,000) gallons. d. The following method will be used to calculate the customer's monthly wastewater chargebill: Using the winter quarter average usage, apply the applicable wastewater rates established in subsection (a) to calculate the customer's monthly wastewater chargebill. The adjusted rate that applies to service on and after May 1June 1 will reflect wastewater usage based on the previous "winter quarter averaging wastewater charge period" . A new winter quarter average usage shall be calculated by May 1every June annually based upon the amount of water used during the winter quarter averaging wastewater charge period. e. New and relocating customers; adjustments: 1. Customers new to the service area, who have not established a "winter quarter average", shall be billed at the "interim average" usage rate. The “interim average usage rate” is 3,000 gallons per month. Page 3 2. Customers who are relocating within the service area, who established a "winter quarter average usage" at their previous address, shall be billed based on at the "interim average usage rate” or their "winter quarter average" usage rate at the previous address, whichever is less. 3. Customers who are relocating within the service area, who have not established a "winter quarter average" at their previous address, shall be billed at the "inter im average" usage rate. 4. When a customer experiences a substantial increase in water or wastewater usage from hidden water leaks in the plumbing system during the winter quarter average charge period, and if the customer can produce proof of repairs, th e director of water utilitiesfinance or the director's designee may adjust the wastewater bill. f. The City will begin in March 2020 to implement winter quarter averaging as soon as the City billing system has been programmed to calculate the wastewater bills utilizing winter quarter average usage. (c) The rates established in subsection (a) of this section are based upon water consumption for wastewater service customers with wastewater characteristics of five hundred sixty -two (562) parts per million or less by weight of chemical oxygen demand index, two hundred fifty (250) parts per million or less by weight of biochemical oxygen demand index, and two hundred fifty (250) parts per million or less by weight of suspended solids index. If the wastewater characteristics exceed any of these parameters, the customer shall pay additional abnormal wastewater surcharges as provided in section 55-148. Section 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This ordinance takes effect on date of publication, with the revised calculation method taking effect upon the dates as stated herein. That the foregoing ordinance was read for the first time and passed to its second reading on this the _____ day of ___________, 2020, by the following vote: Joe McComb ________________ Michael Hunter ______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ That the foregoing ordinance was read for the second time and passed finally on this the _____ day of __________ 2020, by the following vote: Joe McComb ________________ Michael Hunter ______________ Roland Barrera ________________ Ben Molina ______________ Rudy Garza ________________ Everett Roy ______________ Paulette M. Guajardo ________________ Greg Smith ______________ Gil Hernandez ________________ PASSED AND APPROVED on this the ______ day of _________________, 2020 ATTEST: ________________________________ _________________________ Rebecca Huerta Joe McComb City Secretary Mayor