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SERVICE AGREEMENT NO. 65144
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Autoscale System Support
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THIS Autoscale System Support Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Mettler-Toledo, LLC. ("Contractor"), effective upon execution by the City
Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Autoscale System Support in response to
Request for Bid/Proposal No. SS 65144 ("RFB/RFP"), which RFB/RFP includes the required
scope of work and all specifications and which RFB/RFP and the Contractor's bid or
proposal response, as applicable, 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 Contractor agree as follows:
1. Scope. Contractor will provide Autoscale System Support ("Services") 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, and in accordance with Exhibit 2.
2. Term. This Agreement is for five years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or
Purchasing Division. The parties may mutually extend the term of this Agreement
for up to zero additional zero-month/year 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. This Agreement is for an amount not to exceed
$84,647.00, subject to approved extensions and changes. Payment will be made
for Services completed 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. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next option period.
C2019-169
4/30/19 Page 1 of 7
Res. 031748 arm
Mettler-Toledo LLC
SIANNFD
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
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: Gabriel Maldonado
Department: Solid Waste Department
Phone: (361) 826-1986
email: GabrielM3@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor 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.
(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
Service Agreement Standard Form Page 2 of 7
7. Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. The products shall be deemed accepted upon delivery or
calibration, if Subcontractor is responsible for calibration (for products) and
services shall be deemed accepted upon completion, being upon issuance of
installation, calibration, or any other applicable certificate signifying completion.
Any Services or products that are provided but not accepted by the City must be
corrected or re-worked immediately at no charge to the City.
8. Warranty.
(A) The Contractor 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 Contractor 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 Contractor 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.
(C) Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service 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. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
Service Agreement Standard Form Page 3 of 7
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator
unless the subcontractors were named in the bid or proposal or in an Attachment
to this Agreement, as applicable. In using subcontractors, the Contractor is
responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Contractor. 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 Contractor and its employees had
performed the work. The City may, at the City's sole discretion, choose not to
accept Services performed by a subcontractor that was not approved in
accordance with this paragraph.
13. Amendments. This Agreement may be amended or modified only in writing
executed by authorized representatives of both parties.
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 Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable 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: Gabriel Maldonado
Title: Contracts/Fund Administrator
Address: 2525 Hygeia St., Corpus Christi, Texas 78415
Phone:(361) 826-1986
Fax:(361) 826-1971
Service Agreement Standard Form Page 4 of 7
IF TO CONTRACTOR:
Mettler-Toledo, LLC
Attn: Matthew Bendick
Title: Head of Service Operations
With a Copy to: Legal Department
Address: 1900 Polaris Parkway, Columbus, OH 43232
Phone:(859) 266-3000 ext. 12
Fax: N/A
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH ANY MATERIAL BREACH IN THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, OR WILLFUL MISCONDUCT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR 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 CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
Although Contractor will be responsible for the damages caused by
Contractor as above, Contractor's total liability will not exceed the
aggregate value of this Agreement giving rise to the claim, and the
parties agree that this limitation will not cause this Agreement to fail in
accomplishing its essential purpose. Neither the City nor Contractor
will be responsible to the other or any third party for any type of
consequential, indirect, punitive or similar damages.
Service Agreement Standard Form Page 5 of 7
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor'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 Contractor written notice of the breach and set out a
reasonable opportunity to cure. If the Contractor 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 Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor 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 Contractor, 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
Contractor 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 Contractor's bid response (Exhibit 2).
22. Certificate of Interested Parties. Contractor ' 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 if required
by said statute.
23. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
Service Agreement Standard Form Page 6 of 7
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
Contractor 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
METTLER-TOL 6 a, LLC
Signature: 4/
Printed Name: Matthew Bendick
Head of Service
Title:
3/11/2019
Date:
CITY OF CORPUS CHRISTI ATTEST: ii. ALJA. a , 4
REBECCA HUERTA
Y-01;., "gCITY SECRETARY
Kim Baker
Assistant Director of Finance - Purchasing Division
PPROVED AS TO LEGAL FORM
Date: 5. k. L q oetou
LOW
Attached and Incorporated by Reference: ssistant City Attorney Date
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements . uinu� ,...
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Incorporated by Reference Only:
Exhibit 1 : RFB/RFP No. SS 65144 ----- /
Exhibit 2: Contractor's Bid/Proposal Response SECRETARY
Service Agreement Standard Form Page 7 of 7
Attachment A - Scope of Work
1.1. General Requirements
A. The Contractor will provide software and hardware maintenance support for
the autoscale system located at the Solid Waste Departments. The support is
for the scales and the central management reporting system for both
locations.
B. The Contractor is responsible for telephone assistance support, software will
include updates and end user training will be a one-time per year upon
request via Web-ex.
C. The Solid Waste Departments consist of J.C. Elliott Landfill located at 7001
Ayers St., Corpus Christi, Texas, Cefe Valenzuela Landfill located at 2397 CR
20, Robstown, Texas 78380.
Attachment B - Bid/PricingSchedule
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System Support--Autoscale support 1 YR 2,034.00 2,034.00
(Elliott LF) First Year
System Support-Autoscale support 1 YR 11,340.00 11,340.00
(Cefe V LF) First Year _
System Support-Autoscale support 1 YR 2,893.00 2,893.00
(CMRS) First Year 4
System Support-Autoscale support
(Elliott LF) Second Year 1 YR 2075.00 2075.00
�
System Support-Autoscale support YR f
(Cefe V LF) Second Year 1 115b7.00 11 Sb7.00
!
System Support-Autoscale support YR p ,s
(CMRS) Second Year 1 2951.00 2951.00
System Support-Autoscale support YR i - i
(Elliott LF) Third Year 1 2117.00 2117.OQ I-- al 3F,
System Support-Autoscale support YR 11798.00 ''
(Cefe V LF) Third Year 9.0 1 L1111 4 B ,C1
System Support-Autoscale support YR < kA
(CMRS) Third Year 1 3010.00 3010.00
System Support-Autoscale support YR
1
(Elliott LF) Fourth Year 2159.00 2154.00
System Support-Autoscale support1 YR 12034.00 12034.00
(Cefe V LF) Fourth Year
System Support -Autoscale support YR
(CMRS) Fourth Year 3070.00 3070.00
i r
System Support-Autoscale support YR
(Elliott IF) Fifth Year 1 2202.00 2202.00
System Support-:.Autoscale support Yk
(Cefe V Lf) Fifth Year 12275.00 12275.00
System Support-Autoscale support YR 3131.00 3131.00 •
(CMRS) Fifth Year
TOTAL $ 84,647.00
Attachment C - Insurance Requirements
No insurance requirements necessary for this service agreement;
Section 5. (A) and (B) are null and void for this service agreement.
Attachment C - Bond Requirements
No bond requirements necessary for this service agreement; Section
5. (B) is null for this service agreement.
•
Attachment D - Warranty Requirements
Products and Services provided under this Agreement shall be subject to Contractor's standard warranty.Contractor's
standard warranty is hereby incorporated as follows:
MT Standard Warranty
WARRANTIES: ABSENT A SEPARATE WRITTEN WARRANTY MT ISSUES BUYER, MT EXPRESSLY WARRANTS ITS
EQUIPMENT,SOFTWARE,AND SERVICES SOLELY AS SET FORTH IN THIS SECTION.TO THE FULLEST EXTENT ALLOWED
BY LAW, MT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION
WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). THESE WARRANTIES MAY BE
TRANSFERRED TO A SUBSEQUENT PURCHASER OF EQUIPMENT OR A SUBSEQUENT LICENSEEE OF SOFTWARE ONLY
WITH MT'S PRIOR WRITTEN CONSENT. IN ADDITION, THE FOLLOWING CONSTITUTES BUYER'S SOLE AND EXCLUSIVE
REMEDIES FOR ANY BREACH BY MT OF THIS WARRANTY.
A. EQUIPMENT—MT warrants that under normal use: (i) its equipment, except for replacement parts,will be free from defects in
workmanship and materials for one year from the date of original installation/use, or 18 months from the date it is shipped from MT,
whichever occurs first; and(ii)replacement parts will be free from defects in workmanship and materials for 90 days from delivery.
Should the defects described be found and reported during the term of the warranty,MT will,at its option,refund the purchase price,
replace the equipment,or correct the defects by furnishing replacement parts and labor free of charge.Travel up to 80 kilometers(50
miles)from our nearest service representative or authorized service provider is free of charge for valid warranty claims.
B.SOFTWARE—If it is properly installed according to specifications and system requirements,MT warrants the software it develops
will perform substantially the functions described in the software documentation it provides or, in the absence of any software
documentation,as otherwise agreed in writing. MT does not warrant that the software is error-free,that Buyer will be able to operate
the software without interruption,that third party interfaces or systems connected to the software will operate without interruption,or
that the software will be free of vulnerability to intrusion or attack.Absent a separate warranty MT communicates to Buyer in writing,
the warranty period for equipment operating software is the same as the warranty period for the equipment it's purchased with. The
warranty period for any other software or software feature is 90 days from the date of delivery. For avoidance of doubt,our warranty
includes bug fixing, but excludes any new features. Except as may be agreed otherwise in writing, MT provides no warranty for
software specifically developed,amended,or customized for Buyer.These warranties also apply to any new releases and service MT
may deliver in the future.
C. SERVICE—MT warrants that services will be performed in a workmanlike manner in conformity with standard industry practice.
Should any nonconformity be detected within 30 days after the work is completed and Buyer gives MT prompt written notification,MT
will supply the necessary service,direction,or consultation to correct the nonconformity.
D.GENERAL—The foregoing warranties are further subject to the following general conditions:(i)Consumables,accessories,normal
wear and tear, wear parts, and perishables are expressly excluded. (ii) If Buyer requests warranty work during non-standard work
times Buyer will be charged for premium time. (iii)These warranties do not apply where MT's equipment and/or software has been
subjected to:accident,alteration,misuse,abuse,failure by Buyer to ensure proper storage,operation and/or maintenance,installation
or servicing by personnel MT doesn't authorize,the addition or supply of equipment or software not approved for incorporation into
MT's,environmental or operational conditions, or software or interfacing Buyer or a third party provide and any other causes MT is
not responsible for.(iv)MT does not warrant the calibration of any equipment.MT does,however,warrant its equipment to be capable
of being adjusted to meet MT's printed specifications, if any, for accuracy for the period of warranty above stated when properly
installed and used. (v) Products of other manufacturers that MT sells are warranted by MT solely to the extent of any remaining
warranty provided by the original manufacturer. (vi) If MT repairs equipment,such repair work will not extend existing nor generate
new warranty coverage for the equipment as a whole or for those parts not repaired or replaced by MT.Unless Buyer gives MT written
notice in advance,and MT agrees its warranty still applies,all warranties are void if product is moved outside the country MT delivered
it to.
E.METHODS OF CORRECTION OF DEFECTS DURING WARRANTY—MT may attempt to diagnose and resolve defects over the
telephone or electronically. Certain equipment contains remote support capabilities for direct problem reporting, remote problem
determination,and resolution.When Buyer contacts MT for warranty work,Buyer must follow the problem determination, resolution,
and procedure that MT specifies. MT may require return of the part or equipment to its depot for service or to assist in problem
determination. If MT determines on-site work is required,a service technician will be scheduled. If Buyer gives MT notice of a defect
and requests on-site work when the defect could have been remedied remotely,or if MT responds to Buyer's notice of defect and no
defect is found for which MT is liable,MT is entitled to compensation for any work performed and costs it incurred as a result of Buyer's
request. Failure to install and use available remote connectivity tools and equipment for direct problem reporting, remote problem
determination,and resolution may result in increased response-time and additional costs to Buyer.