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HomeMy WebLinkAboutC2017-167 - 5/16/2017 - Approved tQ�'fI8 l!i SUPPLY AGREEMENT N0..938. 1452 Aggregate Trap Rock THIS Aggregate Trap Rock-Supply Agreement ("Agreemenf) is entered into by ;and;: between the .City of Corpus .Christi, a Texas home-rulemunicipal corporation ("City") and Vulcan Construction Materials ("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 Aggregate:Tra� Rock'in res :onse to P PP ::Request for:Bid No. 938 ("RFB"),which RFB includes the required:scope of work and .all: specifications and which REB 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 Aggregate Trap Rock'in accordance:with the attached Scope of Work, as shown in Attachment A, :the content of • which is incorporated by reference into:this Agreementatif 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 12months. This-Agreement includes an option to extend the ferin for up to two additional.12-monthperiods.("Option Period"), . : - • provided,the artiest do so prior to expiration of the ori inal term or the then current.Option Period.' The decisionto 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 $243,720.00,subject to approved extensions 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/Pricin Schedule, as shown in.:. Attachment B, the:.content of which is incorporated by reference into;this Agreement as if fully set outhere 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 City of Corpus Christi Pagel.. . . Supply Agreement Standard Form Approved as:to:Legal Form 7/1/16 • 2011467 5/16/17 M2017-059 Vulcan Construction Materials • INDEXED - this Agreement; including .. .deductions. . for .. non-performance and - authorizations. for payment: The City's Contract Administrator' for this Agreement is as follows: Name: Peter Muniz : . .. .. Department:.Street:Department Phone; (361) 826-1951 Email: petermu@cctexas;corri .. .. - 5: Insurance: Before performance can : begin under this Agreement, the Supplier must deliver Ci 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 Citywill 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 daysof. 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 quantityof products to be.delivered in the. • following manner any City department or division may send to Suppliera 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 acce� ted the City.P b Y . . ty:. . 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 cannotbe 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 bepaid by the Supplier within 30 days of receipt.of City's invoice. 8. Warranty. The Supplier warrants that ;all products :supplied under this • Agreementare 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 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 • • Agreement shall be warranted by the Supplieror, 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:fullyset 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 morethan 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 fiscalyear ends on Septerriber30th 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 thatthis 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 anindependent 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 obtainprior 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 ri to the: same extent as if the subcontractor: and its em p loees were employees of :the- Supplier. All requirements set..forth° as part of this; _Agreement, including the necessity,of :providing a.-COl 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 uantities as deemed necessa bythe Ci q ry City of Corpus Christi -Page 3 • :Supply Agreement Standard Form . :Approved as;to:LegalForm 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, • handdelivery, or certified mail, postage prepaid; and is deemed receivecJ 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 ITY: - :City of Corpus Christi Attn: Peter Muniz Street Operations. 2525 Hygeia, Corpus Christi,TX 78415 Fax.. :(361) 826=i627 IF TO PP . Vulcan Construction Materials Atfri:.Oscar Benavides. Title Sales Manager= Address P.O. Box 791550,San Antonio, Texas 78279 Fax (210) 52443555. 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 TO BE=CAUSED BY THE City of Corpus Christi :: Page 4 -Supply Agreement:Standard Form :Approved as to Legal Form 7/1/16; 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 entireterm 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 .PI? .. tY PP within the cure period, the City Manager may terminate this Agreement • - immediately thereafter.. • r. (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 consentto 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 contraryto applicable law, such invalidity shall not impair the'operation of nor affect those portions of this Agreement that are valid, City of Corpus Christi Page 5 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 theappropriate 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 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 SUPPLIER Signature: arsisa Printed Name: 0 C-0•1--- \.;\ XQ s Title: J X Q S %S` . Date: -`-1 CITY OF CORPUS CHRISTI (� Signature: Rte.,---- T" Printed Name: ‘(•r. .c;Lr "' a----__- Title: rr 0 c_ �f Date: -' / e • 17 ATTEST: r ,,,.`r cc- -te- RE:ECCA 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 Incorporated by Reference Only: Exhibit 1: RFB No. 938 Exhibit 2: Supplier's Bid Response K Zc 1.1.-..6c; 1 nu„,`... 0 COUNCIL li41— SECRET` City of Corpus Christi Page 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Attachment A: Scope of Work 1.1 General Requirements/Background Information The Supplier shall provide Aggregate Trap Rock for the Street Department as outlined in this Scope of Work (Specifications and Requirements). 1.2 Scope of work A. This specification covers various street construction material used by the City of Corpus Christi, Texas. B. The material listed in this specification are used in the repair and maintenance programs of the Corpus Christi Street Department. 1.3 Work Site and Conditions A. The material shall meet the requirements of Item #302 Aggregates for Surface Treatment, TYPE E, GRADE 5 "Trap Rock" of the current version of the Texas Department of Transportation Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges. Retained Gradation as follows: 3/8" Sieve — 3% - 5% #4 Sieve — 80% to 90% #8 Sieve — 98% to 100% Washed Rock Decantation: 0.7% max LA Abrasion 15% max B. Testing reports shall be submitted by the selected Supplier to the Contract Administrator for approval prior to delivery. Packing slips or other suitable shipping documents shall accompany each shipment and shall show: (a) name and address of person delivering the load, (b) name and address of receiving department and/or delivery location, and (c) with each delivery, furnish a shipping or delivery ticket showing description of items and quantity. C. All material shall be transported from the plant to the designated stock storage yard or job site in tight vehicles with metal bottoms previously cleaned of all foreign matter and when necessary shall be covered to reduce loss material and to protect material from weather elements. Page 1 of 2 RFB Template 10.10.16 1.4 Testing A. The City reserves the right to inspect and test materials for compliance to the specification at the supplier's location, at the point of delivery to the City Service Center yard or directly to 5352 Ayers, Corpus Christi, Texas 78415. B. If the laboratory tests indicate that the material delivered to the job site or City Yard, does not meet specifications, the City reserves the right to reject this material and supplier will be obligated to remove and replace rejected material with materials that will meet specifications. C. NOTE: The laboratory shall be hired by the City of Corpus Christi and the supplier shall cooperate with the laboratory at all times to be sure that the material meets City specifications. D. It shall be understood that the cost of all certified laboratory tests, materials and reports necessary to control the quality of material delivered, according to the City specifications, shall be accepted by the City but only on tested materials which meet City specifications. E. Deliveries are to be made as required. Delivery will be to the City of Corpus Christi Street Department materials storage yard at 5352 Ayers, Corpus Christi, Texas 78415. Delivery shall be in end-dump dump trucks. Page 2 of 2 RFB Template 10.10.16 Attachment B: Bid/Pricing Schedule s CITY OF CORPUS CHRISTI ° ���:9413. BID FORM � PURCHASING DIVISION RFB No. 938 1&52 Aggregate Rock —Trap Rock Date: PAGE 1 OF 1 t (� Authorized Bidder. �`\ 6 -3r)-SA-00\a eT la� S 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 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 required governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. item Description UNIT QTY Unit Price Total Price 1 Trap Rock - TYPE E,GRADE 5 TON 6000 Lko, ___ Attachment C: Insurance Requirements 1.1 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 Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence including: $2,000,000 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 of (All States Endorsement if Company is this not Exhibit. 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. Page 1 of 3 RFB Template 10.10.16 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 Page 2 of 3 RFB Template 10.10.16 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. 2016 Insurance Requirements Streets Asphalt Supplier 10/04/2016 my Risk Management Page 3 of 3 RFB Template 10.10.16 Attachment D: Warranty Requirements No warranty requirement needed for this 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. 2017-175141 Vulcan Construction Materials LLC San Antonio,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/06/2017 being filed. City of Corpus Christi Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or Identify the c ntract,and provide a description of the services,goods,or other property to be provided under the contract. RFB No.938 supply aggregate material 4 Nature of Interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Vulcan Materials Company Birmingham,AL United States X 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 rrfy% Valerie�a ti Notary Pub*. C Stags Whams 1111 "•i,,•- Expires:ORO/2O1e aekkN Signature of orized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE \ ( Sworn to and subscribed before me,by the said O S/`�%�'NM.) D�QJ ,this the l day of Mar LV(`_ 20 `� to certify which,witness my hand and seal of office. N/rit9 ,Lti g C`�4PLcli�/ J 4`Si nature of officera i term oath 011-Er—le- nted name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.br.us Version V1.0.277