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? 11 SUPPLY AGREEMENT NO. 1656
Emulsion OH (SS-1)for Street Operations
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THIS Emulsion Oil (SS-1) for Street Operations Supply Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Ergon Asphalt & Emulsions, Inc ("Supplier"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide Emulsion Oil (SS-1) for Street Operations in
response to Request for Bid No. 1656 ("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 Emulsion Oil (SS-1) for Street Operations 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 36 months. 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 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
$328,366.50,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. 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:
c..^r'.• A '`__-.__,I Form Page 1 of 7
6,2018-412
12/15/17
8/21/18
M2018-143
Ergon Asphalt & Emulsions Inc.
SCANNED
Name: Peter Muniz
Department: Street Operations
Phone: (361) 826-1951
Email: petermu@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 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 Supplier over a period of time, the City will exercise its right fo
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 if fully set
out here in its entirety.
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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 fhe 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 30h 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, HCA 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
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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: Peter Muniz
Title: Finance & Resource Manager
Address: 2525 Hygeia St., Corpus Christi, Texas 78415
Phone: (361) 826-1951
Fax: (361) 826-1627
IF TO SUPPLIER:
Ergon Asphalt & Emulsions, Inc.
Attn: David Stroud
Title:TX Regional Manager
Address: 11612 RM 2244, Bldg.], Ste.250, Austin, Texas 78738
Phone: (512) 469-9292
Fax: (512) 469-0391
17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRIST! 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 ACT,
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 Law.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
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SUPPLIER
Signature:
Printed Name: 2,vQso S4r T:114,J
Title: Arze4 SA4es /`'f�✓�y.e
Date: -7 /2 5- /-2-018
CITY OF CORPUS CHRISTI
Signature: Y.-urn. 9 6
Printed Name:_ \.1 Nk. ��Y
Title: - 'Direc ( e 1rianc o1 SC(vC es
Date: 8• ZS
Attached and Incorporated by Reference:
ATTEST:Attachment A: Scope of Work gavizezio..../.-- cLur-te...
CCA HUERTA
Attachment B: Bid/Pricing Schedule rip/SECRETARY
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB No. 1656
Exhibit 2: Supplier's Bid Response
H2oI8J .A TMUKIIta
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SECRETARr f
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Attachment A-Scope of Work
1.1 General Requirements/Background Information
The Contractor shall provide emulsion oil (ss-1) to be used for repair and
maintenance projects throughout the City as outlined in this Scope of Work.
1.2 Scope of Work
The emulsion oil (ss-1) shall meet TXDOT Specification Item 300, of the 2014
Standard Specifications for Construction of Highways, Streets and Bridges.
1.3 Delivery Instructions and Locations
A. Materials shall be delivered as follows:
1. Staff will contact the supplier to schedule delivery dates.
2. The emulsion oil (ss-1) shall be delivered to the City material yard
located at 5352 Civitan, Corpus Christi, TX 78415.
3. Supplier shall furnish a shipping/delivery ticket stating description and
quantity delivered.
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
• + s
( Attachment B - Bid/Pricing Schedule
s
I li CITY OF CORPUS CHRISTI
(15
iiti I t
BID FORM
13, wr s PURCHASING DIVISION
4►
RFB No. 1656
: Emulsion Oil (SS-1) for Street Operations
PAGE 1 OF 1
Date: JUNE 12, 2018
Authorized
Bidder: ERGON ASPHALT & EMULSIONS, Signature: Aix-dtrzi -j-kek_
INC. DAVID STROUD
} . 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 Purchasing 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.
- 1ra "' "• . _7 -1 q- rf•^>. y-,,- ✓?. N -cse"
4. Biddesmy#Intt ritemorv setheroid ormtteiddersWlkbe onsire 4 01 1x.
Resgonsiit thebid antis mdie
Item Description UNIT 3-Yr. Unit Price Total Price
1 Emulsion Oil SS-1 Gallons 105,000 3.1273 $ 328,366.50
Total $328,366.50
ALTERNATIVELY, ERGON ASPHALT & EMULSIONS, INC. WILL OFFER A DELIVERED PRICE OF
$2.4773/GALLON FOR SIX MONTHS, WITH THE OPTInN TO REVIEW AND ADJUST OUR PRICING
(UP OR DOWN) EVERY SIX MONTHS DUE TO THE INSTABILITY AND VOLATILITY OF THE
ASPHALT MARKET.
THIS BID IS FOR FULL TRANSPORT LOADS OF 5,500 GALLONS. FREIGHT IS BASED ON A
FULL TRANSPORT LOAD, EVEN IF A FULL LOAD Ov MATERIAL IS NOT ORDERED. THE COMMON
CARRIER BILLS DEMURRAGE AT $80.00 PER HOUR, AFTER THE SECOND HOUR. RETURN
FREIGHT IS ONE—HALF OF THE OUTGOING TARIFF. PUMP AND HOSE CHARGE IS $90.00
} PER LOAD.
a
Attachment C -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, 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 Bodily Injury and Property
cancellation, non-renewal, material Damage
change or termination required on all
certificates and policies. Per occurrence- aggregate
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises-Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II
(All States Endorsement if Company is of this Exhibit.
not domiciled in Texas)
Employers Liability $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 doing 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 policyexpiration dates. All notices under this Exhibit shall be given to
P�
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.
It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2017 Insurance Requirements
Purchasing
Supply and Delivery of Emulsion Oil for City Wide Repair and Maintenance
Projects
04/24/2018 sw Risk Management
Valid Through 12/31/2018
•
Attachment D - Warranty Requirements
•
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• No warranty requirements necessary for this supply agreement; Section 8.
Warranty is null for this supply agreement.
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