HomeMy WebLinkAboutC2018-332 - 6/19/2018 - Approved /gQ98
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•"-° �� s SUPPLY AGREEMENT NO. 59327
Ecosorb 505 for Utlitles Department
3862
THIS Ecosorb 505 for Utilities Department Supply Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and OMI Industries, Inc. ("Supplier"), effective upon execution by
the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide Ecosorb 505 for Utilities Department in
response to Request for Bid No. N/A ("RFB"), which RFB includes the required scope of
work and all specifications and which RFB and the Supplier'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 Supplier agree as follows:
1. Scope. Supplier will provide Ecosorb 505 for Utilities Department 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 12 months. The parties may mutually extend the term
of this Agreement for up to zero additional zero-month periods ("Option
Periods)"), provided, the parties do so in writing and 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. The total value of this Agreement is not to exceed
$111,331.75, subject to approved extensions and changes. Payment will be made
for goods delivered and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
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.
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:
2018-332 xm Page 1 of 7
6/19/18 '15/17
Res. 031450
OMI Industries Inc.
INDEXED
Name: Joanna Moreno
Department: Utilities
Phone: (361) 826-1649
Email:joannam@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Supplier
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 001 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 Supplier 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 Supplier 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
Supplier until such time as the products are delivered and accepted by the City.
7. Inspection and 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
Supplier, 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 Supplier within 30 days of receipt of City's invoice.
8. Warranty.
(A) The Supplier 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 Supplier 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 Supplier 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 it fully set
out here in its entirety.
Supply Agreement Standard Form Page 2 of 7
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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. Supplier 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 Supplier be considered an employee of the City.
12. Subcontractors. Supplier may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Supplier must obtain prior written approval from the Contract Administrator if the
subcontractors were not named at the time of bid. In using subcontractors, the
Supplier is responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Supplier. All
requirements set forth as part of this Agreement, including the necessity of
providing a 001 in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Supplier and its employees had
performed the work.
13. Amendments. 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.
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 Supplier 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
Supply Agreement Standard Form Page 3 of 7
Approved as to Legal Form 12/15/17
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: Joanna Moreno
Title: Contract Administrator
Address: 2726 Holly Road, Corpus Christi, TX 78415
Phone: (361) 826-1649
Fax: (361) 826-1715
IF TO SUPPLIER:
OMI Industries Inc.
Attn: Greg Gandy
Title: Field Sales
Address: One Corporate Drive, Suite 100, Long Grove, Illinois 60047
Phone: 1-847-304-9111
Fax: 1-847-304-0989
17. SUPPLIER 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 SUPPLIER OR RESULTS FROM THE NEGLIGENT ACE
OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES
OR AGENTS. SUPPLIER 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 SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
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18. Termination.
(A) The City Manager may terminate this Agreement for Supplier's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Supplier written notice of the breach and set out a
reasonable opportunity to cure. If the Supplier 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 Supplier. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Supplier for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Assignment. No assignment of this Agreement by the Supplier, 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 Supplier
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.
20. 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.
21. 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 Supplier's bid response (Exhibit 2).
22. Certificate of Interested Parties. Supplier 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.
23. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
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goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Supplier verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
24. Governing Low.This Agreement is subject to all federal, State, and local laws, rules,
and regulations. 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)
Supply Agreement Standard Form Page 6 of 7
Approved as to Legal Form 12/15/17
SUPPLIER n'
Signature: WCer ot
Printed Name: `bve C avid
Title: l�� tl Sco?s J- (VV1 UI c.
Date: `3
CITY OF CORPUS CHRISTI
Signature: C\ _. .
Printed Name: V r'. ti iP
Title: Pro c.�... --
Date: Ce/ at 11
ATTEST:
Attached and Incorporated by Reference: RE CCA HUERTA
Attachment A: Scope of Work CITY SECRETARY
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB No. N/A
Exhibit 2: Supplier's Bid Response
cS
........A I hUtu e
SY COONCIL., I 18
SECRETA•
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Supply Agreement Standard Form Page 7 of 7
Approved as to Legal Form 12/15/17
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Attachment Attachment A: Scope of Work
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Scope of Work:
Purchase of Ecosorb 505 for the Utilities Department.
The Ecosorb 505 is used to minimize and control odors at the Greenwood
Treatment Plant. The Ecosorb 500 will be delivered in five separate
deliveries, four totes per delivery.
This item is a sole source procurement from OMI Industries from Long Grove,
Illinois.
.....The Supplier shall deliver the product to.
Delivery Location:
Greenwood Wastewater Treatment Plant
6541 Greenwood Drive
Corpus Christi, Texas 78415
Deliveries shall be made Monday - Friday, between 7:00 am and 3:30 pm.
Page 1 of 1
Attachment B - Bid/Pricing Schedule
City of Corpus Christi Price Sheet
Purchasing Division Ecosorb 505
Buyer: Cynthia Perez
OMI Industries
Long Grove, Illinois
ITEM DESCRIPTION COST QUANTITY EXTENDED TOTAL
1 Ecosorb 505 $5,564.00 18 $100,152.00
2 Shipping $2,235.95 5 $11,179.75
TOTAL $111,331.75
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 Director of Facilities & Property
Management 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 Bodily Injury and Property Damage
cancellation, non-renewal, material change
or termination required on all certificates Per occurrence- aggregate
and policies.
COMMERCIAL GENERAL LIABILITY including: $1,000,000 Per Occurrence
1. Commercial Broad Form $1,000,000 Aggregate
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II of this
(All States Endorsement if Company Is not Exhibit.
domiciled In Texas)
Employers Liability $500,000/$500,000/$500,000
Page 4 of 17
RFQ Revised 10.22017
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 Contractors 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 70469-9277
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.
Pape 5 of 17
RFQ Revised 10.2.2017
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.
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
Utilities
Supply and Delivery of Ecosorb 505 Odor Eliminating Product
02/19/2018 sw Risk Management
Valid Through 12/31/2018
Page 6 of 17
RFQ Revised 10.2.2017
OMIAttachment D - Warranty Requirements
INDUSTRIES
May 8,2018
Dear City of Corpus Christi,
()NH warrants that all Iicosorb products meet the specifications of the
corresponding SDS sheet when shipped. I(cosorb materials found to not
meet these specifications will be replaced at no cost if ON11 is notified within
72 hours of receipt by the customer.
All I icosorb products have a shelf life of 6 months from original ship date,
provided the following amdidons arc met:
1) All products must be stored in a well ventilated,cool dry environment out
of direct sunlight.
2) All products must be stored between 4-29 °C (40°11 and 85°F).
Allowing products to freeze, may cause layering.
3) All products must be stored away from strong acids and oxidizing agents.
4) When handling products, clean gloves should be worn to prevent
contamination.
Sincerely,
Norte/tmeeteae:odes GregGandy
CORPORATE
One Coepomte Drive.Seine too Greg Gandy
Lolls Grope,II_60047 Field Sales-Western United States
Phone: 281-705-2130
TELEPHONE: Email: ggandy@omi-industries.com
1-847-304-9111
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1-847-304 0989
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