HomeMy WebLinkAboutC2019-283 - 5/21/2019 - Approved i� g SUPPLY AGREEMENT NO. 2156
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,MCogPopp7Ea Liquid Chlorine 1-Ton Cylinder
1852
THIS Liquid Chlorine 1-Ton Cylinder Supply Agreement ("Agreement") is entered
into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and DPC Industries, Inc. ("Supplier"), effective upon execution by
the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Supplier has bid to provide Liquid Chlorine 1-Ton Cylinder in response to
Request for Bid No. 2156 ("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 Liquid Chlorine 1-Ton Cylinder 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 24 months. The parties may mutually extend the term
of this Agreement for up to zero additional zero-month periods ("Option
Periods)"), 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
$102,000.00, 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. 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.
Supply Agreement Standard Form Page 1 of 7
Approved as to Legal Form October 1, 2018
SCANNED
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: 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. City may inspect all products supplied before
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.
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Approved as to Legal Form October 1, 2018
8. Warranty.
(A) The Supplier warrants that all products supplied under this Agreement are
new, quality items that are free from defects, fit for their intended purpose, and of
good material and workmanship. The Supplier warrants that it has clear title to
the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Supplier or, if indicated in Attachment D by the manufacturer,
for the period stated in Attachment D. Attachment D is attached to this
Agreement and is incorporated by reference into this Agreement as if fully set
out here in its entirety.
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 unless
the subcontractors were named in the bid or in an attachment to this Agreement.
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.
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Approved as to Legal Form October 1, 2018
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 Supplier 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: Diana Zertuche-Garza
Title: Contracts/Fund Administrator
Address: 13101 Leopard Street, Corpus Christi, Texas 78410
Phone: (361) 826-1827
Fax: (361) 826-4488
IF TO SUPPLIER:
DPC Industries, Inc.
Attn: Edward Manzano
Title: Territory Manager
Address: P.O. Box 130468, Houston, Texas 77219-0468
Phone: (361) 289-6947
Fax: N/A
17. SUPPLIER 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 A
BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
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Approved as to Legal Form October 1, 2018
AGREEMENT BY THE SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT,
OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES
OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL
CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER
DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL
SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF
ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND
ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS,
CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE
EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Supplier's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Supplier written notice of the breach and set out a
reasonable opportunity to cure. If the Supplier has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Supplier. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Supplier for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Assignment. No assignment of this Agreement by the Supplier, or of any right or
interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the Supplier
is of the essence of this Agreement, and the City Manager's right to withhold
consent to such assignment is within the sole discretion of the City Manager on
any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
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Approved as to Legal Form October 1, 2018
21. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Supplier's bid response (Exhibit 2).
22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government
Code Section 2252.908, as it may be amended, and to complete Form 1295
"Certificate of Interested Parties" as part of this Agreement 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
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Supplier verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
24. Governing Law.This Agreement is subject to all federal, State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Supply Agreement Standard Form Page 6 of 7
Approved as to Legal Form October 1, 2018
SUPPLIER
Signature: d. (p/`r7
goa
Printed Name: ltJCct ' (VI"12,13%fla
Title: �I✓c r} c ! 1 ti an°.cp-
Date: �#-'3c� I!°i
CITY OF CORPUS CHRISTI
e_ cJ4,x,c_
Kim Baker
Assistant Director of Finance - Purchasing Division
Date: 5.22. fi Ares r ' ' 14 I
LA
REB CCA HUERTA
CITY SECRETARY
Attached and Incorporated by Reference: �/�
Attachment A: Scope of Work Kull--Oil AU1kiUKur..
Attachment B: Bid/Pricing Schedule n
Attachment C: Insurance Requirements !T CIPIICIL
Attachment D: Warranty Requirements
RRIFTARY
Incorporated by Reference Only:
Exhibit 1: RFB No. 2156
Exhibit 2: Supplier's Bid Response
Supply Agreement Standard Form Page 7 of 7
Approved as to Legal Form October 1, 2018
Attachment A - Scope of Work
1.1 General Requirements/Background Information
A. The Supplier shall supply liquid chlorine in 1-ton cylinders per scope of work. Liquid
chlorine is defined as the commercially available form of liquefied elemental
chlorine gas.
B. The liquid chlorine will be use in treatment of potable(drinking) water.
C. The liquid chlorine must conform to:
1. American National Standards Institute/American Water Works Association
Standards for Liquid Chlorine, ANSI/AWWA B301-18 or latest revision.
2. American National Standards Institute/National Sanitation Foundation
Institute Standards for Drinking Water Treatment Chemical- Health Effects,
ANSI/NSF 60 or latest revision.
3. Conformance to ANSI/NSF 60 or latest revision shall be obtained by
certification of this product by an agency recognized by the Texas Natural
Resource Conservation Commission.
1.2 Delivery
A. The City will place orders for liquid chlorine in 1-ton cylinders on an as needed
basis. This is a secondary system and only runs when the primary feed system is
offline.
B. The Supplier shall deliver the material with lead time of less than or equal to 7
days. In unusual circumstances, the City will accept lead time of 10 days.
C. Delivery is to be made to the City of Corpus Christi O.N Stevens Water Treatment
Plant Rail Road Spur, 13101 Leopard St, Corpus Christi, Texas 78469-9277. Delivery
hours are to be determined by the Contractor and the rail company.
D. A Safety Data Sheet (SDS) must be provided to the City prior to shipping the
product and along with the product.
E. The supplier shall provide an affidavit of compliance, by manufacturer, stating
that at the time of loading, the liquid chlorine furnished under the release order,
complies with all applicable requirements of ANSI/AWWA B301-18 and ANSI/NSF
60 shall be provided to the City of Corpus Christi, Plant Manager, 13101 Leopard
St, Corpus Christi, Texas 78469-9277.
1.3 Ownership
City's ownership of the Liquid Chlorine in 1-ton cylinders shall begin, and supplier's
ownership shall cease, upon arrival of the cylinder at the unloading rack at the O.N
Stevens Water Treatment plant.
1.4 Testing
The City of Corpus Christi reserves the right to have the product supplied tested at
any time during the Contract period. An independent laboratory would do such
testing. Failure to meet specification shall result in the testing rate costs to be borne
by the Supplier.
1.5 Containers
A. The Supplier shall supply Liquid Chlorine in 1 Ton Cylinders.
B. The Supplier shipping containers for Liquid chlorine shall conform to applicable
regulations of the federal, state and Interstate Commerce Commission.
C. The Supplier shall send containers that are reconditioned and maintained in
accordance with the latest edition of "Container Procedure at Chlorine
Packaging Plants" issued by the Chlorine Institute Inc. The Supplier shall carefully
examine the container for the leakage, damage and corrosion before delivery.
D. All chlorine containers shall have legible tag(s) securely attached which, in
addition to the information routinely furnished, shall indicate the following
container history:
1. Date of last visual inspection in accordance with Compressed Gas
Association, Inc standards.
2. Date the valves were overhauled
3. Date the fuse plugs were tested and/or renewed
4. Date the container was last cleaned
1.6 Inspection
The City of Corpus Christi reserves the right to make unannounced inspection of the
supplier's plant and facilities at any time, in order to insure proper cleaning of
chlorine containers and proper preventative maintenance and testing of chlorine
containers and regulators.
1.7 Safety Measures
A. The Supplier shall provide with the following information. The information is to be
continually updated as revisions occur during the contract period.
1. Location of nearest emergency station
2. Name of person in charge of emergency crew
3. Telephone number to be called for emergency service and/or normal
maintenance
B. The Supplier shall assure that in case of emergency condition, trained
emergency crews and equipment shall be made available on a 24-hour basis.
C. The Supplier shall assure that in case of non-emergency condition, remedial
maintenance shall be performed on existing problem within 24 hours of a receipt
of maintenance problem call.
1.8 Invoicing
A. Invoicing is to be done for each shipment. The invoice shall include P.O
number or supply agreement no, ordering agency, unit price and total price.
B. Approval of the payment shall be authorized by the Contract Administrator.
"ICITY OF CORPUS CHRISTICHRISTI PURCHASING
DIVISION
,coRPO".TES
1852 BID FORM
RFB No. 2156
Liquid Chlorine 1 -Ton Cylinder
Date: 4-16 tcO PAGE 1 OF 1
���, Authorized 1
Bidder: V s-i nes.ZNC. Signature: 1.4110+�7 V Om- ;,A .
1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before
completing bid.
2. Quote your best price for each item.
3. In submitting this bid, Bidder certifies that:
a. the prices in this bid have been arrived at independently, without consultation,
communication, or agreement with any other Bidder or competitor, for the
purpose of restricting competition with regard to prices.
b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information
on file with City's Purchasing office, pursuant to the Code of Ordinances, is current
and true.
c. Bidder is current with all taxes due and company is in good standing with all
applicable governmental agencies.
d. Bidder acknowledges receipt and review of all addenda for this RFB.
e. Bidder shall provide a copy of report with its bid.
f. Bidder shall provide a copy of the SDS with its bid.
Item Description UNIT QTY Unit Price Total Price
1. Liquid Chlorine - 1 Ton Cylinder Tons 80 $ �co. $ c�`c- %(0000 e-12I,
� rJ rA L. °�'S t ." rr1 e a t lh . $6,000.00 Rental
r‘ ti Q s rl EE c.l 4-., b r=. -�-u��- -• F_c1 �l c:r't
(,) mt�s,
Total$ 102,000.00
zLl-
ATTACHMENT C- INSURANCE REQUIREMENTS
I. 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.
C.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material
change, or termination required on all Per occurrence aggregate
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises-Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II of
(All States Endorsement if Company is this Exhibit.
not domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Occurrence
Page 1 of 3
D. In the event of accidents of any kind related to this contract, Contractor must
furnish the Risk Manager with copies of all reports of any accidents within 10
days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers'
compensation coverage through a licensed insurance company. The
coverage must be written on a policy and endorsements approved by the
Texas Department of Insurance. The workers' compensation coverage
provided must be in statutory amounts according to the Texas Department of
Insurance, Division of Workers' Compensation. An All States Endorsement shall
be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration
of this Contract, and any extension hereof, at Contractor's sole expense,
insurance coverage written on an occurrence basis by companies authorized
and admitted 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 insured 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
Page 2 of 3
coverage and not less than ten (10) calendar days advance written
notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change
or termination of coverage, Contractor shall provide a replacement
Certificate of Insurance and applicable endorsements to City. City shall have
the option to suspend Contractor's performance should there be a lapse in
coverage at any time during this contract. Failure to provide and to maintain
the required insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure
to provide and maintain any insurance or policy endorsements to the extent
and within the time herein required, the City shall have the right to order
Contractor to stop work hereunder, and/or withhold any payment(s) which
become due to Contractor hereunder until Contractor demonstrates
compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent
to which Contractor may be held responsible for payments of damages to
persons or property resulting from Contractor's or its subcontractor's
performance of the work covered under this contract.
H. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self-insurance carried by the City
of Corpus Christi for liability arising out of operations under this contract.
I. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this contract.
2018 Insurance Requirements
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Page 3 of 3
Attachment D - Warranty Requirements
Section 8 Warranty Sub Section (b) is null and void for this Supply Agreement.