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HomeMy WebLinkAboutC2017-034 - 2/14/2017 - Approved LI SUPPLY AGREEMENT NO. 43757 Trash and Recycle Carts THIS Trash and Recycle Carts Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Cascade Cart Solutions ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Trash and Recycle Carts 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 Trash and Recycle Carts 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 months. This Agreement includes an option to extend the term for up to zero additional zero-month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then-current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $534,736.80, 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. 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 City of Cornus Chricti Page 1 of 7 2017-034 2/14/17 M2017-024 Cascade Cart Solutions INDEXED under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Norma Salinas Department: Utilities Phone: 361-826-1977 Email: normas@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 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. 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. In addition, the products purchased under this City of Corpus Christi Page 2 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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. 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 COI 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. City of Corpus Christi Page 3 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 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: Norma Salinas Title: Systems Support Coordinator Address: 2525 Hygeia. Corpus Christi TX 78415 Fax: 361-826-1971 IF TO SUPPLIER: Cascade Cart Solutions Attn: Mark Broderick Title: National Municipal Sales Director Address; 4950 37th St. SE Grand Rapids MI 49512 Fax: 413-332-0367 17. SUPPLIER AGREES TO 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 ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), 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 THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED City of Corpus Christi Page 4 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. 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 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. 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. Severabflity. 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 City of Corpus Christi Page 5 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. 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. 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. 24. 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) City of Corpus Christi Page 6 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 SUPPLIER Signature: i► Rd 'V)S Printed Name: Jo-Anne Perkins Title: Vice President Date: January 12, 2017 CITY OF CORPUS CHRISTI Signature: !N-A a✓Z� t'.�av�� Printed Name: Title: r)ro Date: a'/ 1 s f, ATTEST:.Cbee, u_ REBECCA HUERTA CITY SECRETARY Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements 1 C� A THUHILt► Incorporated by Reference Only: sY COME '� I Exhibit 1: RFB No. N/A Exhibit 2: Supplier's Bid Response CFrRFTApv pp p se City of Corpus Christi Page 7 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Attachment A: Scope of Work Supply 9,440 (96-gallon) trash carts and 1,870 (96-gallon) recycle carts as per HGACBUY Contract RC01-16. Attachment B: Bid/Pricing Schedule -: CONTRACT PRICING WORKSHEET Contractuy Date For Catalog&Price Sheet Type Purchases RC01-16 11/1/2016 YP No.: Prepared: This Worksheet is prepared by Contractor and given to End User. If a.PO is issued, both documents MUST be faxed to H-GAC*713-993-4548. Therefore please type or print legibly. Buying ,ICoTWt s Christi.TX .agent_.: contractor: Cascade Engineering Inc. i Contact Paul Bass Prepared Person: By: Jan Bognoski Phone: 361-826-1968 Phone: 800-968-2275 ext 2 Fax: Fax: 949-462-3627 Ewan: PaulWfrectexas.com Email: jan.hognoskiicreaecadeng.com Catalog t Price Sheet Name: Refuse Containers General Description of Product: 9h Gaauo Refuse Carts A.Catalog I Price Sheet ffeihsAbeingpurchated-ltembtp Below Attach Additional Sheet if Necessay. ' Quan I Description Unit Pr Total 9440 96 gallon trash carts(9690739) 47.28 446323.2 ;PRODUCT CODE:AC044 0 1870 96-gal recycle carts(9690720) 47.28 88413.6 PRODUCT CODE:AC044 0 , 0 NOTE:cart price includes in-molded labels and freight 0 0 0 0 0 0 0 Total From Other Sheets,If Any: Subtotal A: 534736.8 B Unpublished Options,Aeressnryr.or Service:items-.Itemrce Below:,Attach Additional Sheet If Nee isary (Note:Unpublished Items-are any which.weir riot submitted and priccdin contractor's bid.) • . Quan 1 Description 3 Unit Pr i Total a 0 a • 0 Total From Other Sheets,If Any: Subtotal B: — Ol Check: total cost of Unpublished Options(13)cannot exceed 25°o of the total of For this transaction the percentage is: 0"0 the Base Unit Price plus Published Options(MB). o C.Other Allowances.Discounts,Trade-ins,Freight,Make Ready or Miscellaneous Charges Subtotal C• OI Delivery Date: TSD D.Total Purchase Price(A±B+C): 534736.8 Attachment C: Insurance Requirements Insurance requirement is not needed for the supply agreement. Attachment D: Warranty Requirements No warranty requirement is needed for the supply agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-153495 Cascade Engineering, Inc. Grand Rapids, MI United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/12/2017 being filed. City of Corpus Christi Dat Acknowledge ( 1,1 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. N/A Trash and Recycle Carts Supply Agreement Nature of 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. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. CAROL A.HINOLEY Notary Public,State of Michigan 411111111Mlit County of Kent , 1 My Commission Expires 09- 0 � :��,' , • �J5 Acting In the County O Signature of autho zed agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said Jo-Anne Perkins ,this the 12th day of January 20 17 ,to certify which,witness my hand and seal of office. tat,�i/ �� A Carol A. Hindley Municipal Contracts Manager Signature of officer administering o Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277