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HomeMy WebLinkAboutC2017-244 - 8/15/2017 - Approved oiSiii SUPPLY AGREEMENT NO. 1106 /852 Hydrofluorosilicic Acid for Water Treatment for the O.N. Stevens Water Treatment Plant THIS Hydrofluorosilicic Acid for Water Treatment for the O.N. Stevens Water Treatment Plant Supply Agreement. ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Pencco, Inc ("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 Hydrofluorosilicic Acid for Water Treatment for the O.N. Stevens Water Treatment Plant in response to Request for Bid No. 1106 ("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 Hydrofluorosilicic Acid for Water Treatment for the O.N. Stevens Water Treatment Plant 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. This Agreement includes an option to extend the term for up to two additional 12-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 $182,250.00, 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. 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. City of Corpus Christi Page 1 of 7 SuonlvAareement Standar_c_Form 2017-244 8/15/17 M2017-121 Pencco Inc. INDEXEE 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: Diana Zertuche Garza Department: Utilities Phone: 361-826-1827 Email: DianaG@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 City of Corpus Christi Page 2 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 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. City of Corpus Christi Page 3 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 13. Amendments. This Agreementmay 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 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: Diana Zertuche Garza Title: Contracts/Funds Administrator Address: 2726 Holly Rd. Corpus Christi Texas 78415 Fax: 361-826-4488 IF TO SUPPLIER: Pencco, Inc. Attn: Sarah Duffy Title: Bid Secretary Address: P.O. Box 600 San Felipe, Texas 77473 Fax: (979) 885-3208 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 City of Corpus Christi Page 4 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 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. City of Corpus Christi Page 5 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 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: 31.40 r. • Printed Name: Sarah Du, -"J Title: SPC' Date: 7/05/ 17 CITY OF CORPUS CHRISTI (� Signature: , J _ Printed Name: ,y P �- z�_ Title: R-0 c cti� Q Date: g JIL ( I yyCITY REBECCA RETARHUERTAYEC Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements 1 AUTNUK � SY MOM t Incorporated by Reference Only: Exhibit 1: RFB No. 1106 Exhibit 2: Supplier's Bid Response SEC! ETAS '' 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 1.1 General Requirements/Background Information It is the intent of this specification to describe hydrofluorosilicic acid to be used to treatment of potable (drinking) water to reduce the incidence of dental caries (tooth decay). Hydrofluorosilicic Acid is produced as a co-product in the manufacture of wet-process phosphoric acid and other phosphate fertilizers. The Hydrofluorosilicic Acid is fed by means of a liquid feeding system. Commercial strength Hydrofluorosilicic Acid has a typical strength of 25 percent acid content. The estimated annual requirement for Hydrofluorosilicic (Fluorosilicic) Acid is estimated to be 450 wet tons. 1.2 Product Specifications 1. Hydrofluorosilicic Acid shall contain between 20 and 30 percent Hydrofluorosilicic Acid by weight. 2. American National Standards Institute/American Water Works Association Standard for Hydrofluorosilicic Acid, ANSI/AWWA B703-06. 3. American National Standards Institute/National Sanitation Foundation Institute Standard for Drinking Water Treatment Chemicals- Health Effects, ANSI/NSF 60. 4. Conformance to ANSI/NSF 60 must be obtained through certification of this product by an agency recognized by the Texas Commission on Environmental Quality. 1.3 Delivery and Weighing Requirements A. Each shipment shall be in approximately 4,000-gallon tank truck lots. Tank trucks shall be of appropriate design to handle this material safely and the shipping thereof shall meet all applicable U.S. Department of Transportation and State of Texas regulations. This statement shall be on each truck load lot "Notice: This material meets the requirements of AWWA B703-06 Standard for Hydrofluorosilicic Acid". B. Each chemical shipment must be weighed by local certified weighers before delivery to and after unloading at the O.N.Stevens Water Treatment Plant, 13101 Leopard St., Corpus Christi, Texas 78469-9277. The truck driver must promptly deliver chemical shipment weight "ticket"or legible copies to the City of Corpus Christi, Contract Administrator, 13101 Leopard St., Corpus Christi, Texas 78469-9277. RFB Template 10.10.16 C. Deliveries will be made Monday through Friday, 8 A. M. to 5 P. M. only, unless an emergency arises, then the Contract Administrator may approve after hour deliveries. D. An affidavit of compliance, by the manufacturer, stating that at the time of loading, the Hydrofluorosilicic Acid, furnished, complies with all applicable requirements of ANSI/AWWA B703-06 and a Certified Analysis of each load shall be provided to the City of Corpus Christi, Plant Supervisor, 13101 Up River Rd., Corpus Christi, Texas 78469-9277. E. This analysis shall include, but is not limited to, 1) hydrofluorosilicic acid content, 2) free acid content, other than hydrofluorosilicic acid, 3) specific gravity, and 4) heavy metals. • 1.4 OSHA AND TRAINING: Any material supplies must comply with all requirements and standards of the Occupational Safety and Health Act. All appropriate marking shall be in place before delivery. Items not meeting OSHA specifications will be refused. Supplier is required to provide training to City employees in the safe handling, storage, and use of the material on a semiannual basis at the convenience of the City. This training shall include a presentation of sufficient length to visually portray the proper procedures of handling, storage, and use. Also, all information contained on the Safety Data Sheets shall be thoroughly covered. 1.5 Ownership City's ownership of the Hydrofluorosilicic Acid shall begin, and supplier ownership shall cease, upon the unloading of the chemical at the Stevens Water Plant. 1.6 Supplier Quality Control and Superintendence The Supplier 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 Supplier will also provide supervision of the work to insure it complies with the contract requirements. 1.7 Billing Billing and pay quantity shall be based on "local" certified weight and the percent Hydrofluorosilicic Acid content. RFB Template 10.10.16 Attachment B - Bid Pricing Schedule es ii:-,, CITY OF CORPUS CHRISTI �!H1 • BID FORM vY PURCHASING DIVISION RFB No. 1106 miss RFB Hydrofluorosilicic Acid for Water Treatment Date: 5/16/17 PAGE 1 OF 1 Bidder: Pencco, Inc. Authorized Signature: .*t Sarah Duffy, ��:� Sec. 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 Hydrofluorosilicic Acid Wet Tons 450 $405.00 $182,250.00 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 the 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 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 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 not this domiciled in Texas) Exhibit. Employer's Liability $500,000/$500,000/$500,000 POLLUTION LIABILITY $1,000,000 Per Incident Limit (Including Cleanup and remediation) $1,000,000 Aggregate RFB Template 10.10.16 • 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 througha 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: o 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; o Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty130)(30) calendar days advance written notice directly to City of any, cancellation, .non-renewal, material change or termination in coverage and not RFB Template 10.10.-16 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. 2017 Insurance Requirements Purchasing Division- Utilities Dept. Hydrofluorosilicic Acid- Potable Water Treatment 03/29/17 sw Risk Management RFB Template 10.10.16 Attachment C-Bond Requirements No bond requirements necessary for this supply agreement; Section 5. (B) is null for this supply agreement. ATTACHMENT D: WARRANTY REQUIREMENTS No warranty requirements necessary for this supply agreement; Section 8. Warranty is null 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. Pencco, Inc. 2017-239336 San Felipe,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 07/20/2017 being filed. City of Corpus Christi DateJAcknwled9 .ed ItLIr1lljj 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. • RFB 1106 Hydrofluorosilicic Acid 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. . • ��,..;.,,....„, JENNIFER LYNN MATURA ,, t 144:/...i.. '•:t'''t Notary Public,State of Texas i I.t •J Notary ID#12934467-2 Signature of authorized a., pi(r tracting business entity i moi••.. .,' ”..~ My Commission Expires AFFk Ns .":t::i .. h 021 Sworn to and subscribed before me,by the said ,¶f'(1ll lI T F y ,this the a day of J Une- 20 1-7 ,to certify which,witness my hand and seal of office. 'Ali _ .... — elL Lim ni arykot#L,i_c2_, 1 N(rr 0 gnature of.r cer administering oath Printed name of officer administering oath Title of officer administ ring oath For s provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883