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HomeMy WebLinkAboutC2019-332 - 7/23/2019 - Approved ire I oirai •^ SUPPLY AGREEMENT NO. 2159 " Gas Meters HOflPOPAE 1852 THIS Gas Meters Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Wilnat, Inc dba Koons Gas Measureement ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Gas Meters in response to Request for Bid No. 2159 ("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 Gas Meters in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement,refer to and have the same meaning. 2. Term. This Agreement is for two years. The parties may mutually extend the term of this Agreement for up to zero additional zero-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 $974,035.00,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 May 3, 2019 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: Joanna Moreno Department: Gas Phone: 361-826-1649 Email:JoannaM@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. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form May 3, 2019 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form May 3, 2019 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: Joanna Moreno Title: Contracts/Fund Administrator Address: 2726 Holly Road, Corpus Christi, TX 78415 Phone: 361-826-1649 Fax: 361-826-4495 IF TO SUPPLIER: Wilnat,Inc dba Koons Gas Measurement Attn: Nathan Harris Title: Sales Representative Address: 10934 E 55th place, Tulsa, OK 74146 Phone: 918-794-9494 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 Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form May 3, 2019 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 comply with any of the terms 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. 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: Supply Agreement Standard Form Page 5 of 7 Approved as to Legal Form May 3, 2019 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. Governing Law. Supplier agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. 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) Supply Agreement Standard Form Page 6 of 7 Approved as to Legal Form May 3, 2019 SUPPLIER Signature: 2' Printed Name: iii1+" 14tM.:z-ky Title: Date: +`t CITY OF CORPUS CHRISTI e Kim Baker Director of Contracts and Procurement 1i2LL Date: 1. ZS. ATTEST: REBE CA 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. 2159 Exhibit 2: Supplier's Bid Response M — 1 0 AuTNUKus+ !tom ,k3 3 SECRETA Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form May 3, 2019 c§.`53mus II�� iihn ATTACHMENT A: SCOPE OF WORK 1.1 General Requirements/Background Information A. The Supplier shall provide Gas meters as outlined in this Scope of Work.The Supplier shall supply Elster American Meters. All the meters must be compatible with Aclara AMR/AMI- MTU's with a direct fit to meter. B. The quantities are an estimated quantity. Orders will be placed as needed. 1.2 Gas Meter Specification A. The Gas meters shall comply with the following specifications: 1. American AC-250 Diaphragm Meter • Regular / Non- temperature compensated • Pointer/Circular index • Circular white/red dial register; Reading with 2ft and 1/2 proving hand, plastic or brass with tamper indication • 20LT connection sizes • 5 PSIG Maximum Allowable Operating Pressure (MAOP) • Standard index covers 2. American AL-425 Diaphragm Meter • Regular / Non-temperature compensated • Pointer/Circular index • 2-1/2(1/2ft proofing and 2ft dial) • 30 LT connection sizes • 25 PSIG Maximum Allowable Operating Pressure (MAOP) • Standard index covers • 8.25" center to center connections 3. American AL-800 Diaphragm Meter • Regular/ Non-temperature compensated • Pointer/Circular index • 15ft (5ft proofing hand and 10ft dial) • 45 LT connection sizes • 20 PSIG Maximum Allowable Operating Pressure (MAOP) • Standard index covers B. The Supplier shall affix equipment badge numbers on all gas meters. The City will provide numbering sequence. C. The Supplier shall provide manufacturer instructional training and/or material as required by City's Gas Department. Page 1 of 2 D. The Supplier shall provide a Parts list, Installation and Cleaning Instruction drawings etc. as required by City's Gas Department. 1.3 Order Placement and Delivery A. The Supplier shall deliver new meters as per specification outlined in this Scope of Work and meet all industry standards for all type of meter and accuracy. B. The City will place an order as needed. C. Once an order is placed, the acceptable lead time for delivery is within 2 months. The supplier shall inform to the City in advance, if the supplier cannot deliver the meters as per lead time. D. Deliveries shall be accepted Monday to Friday (excluding City Holidays) between the hours of 8:00 AM to 4:00 PM, Central Standard Time. E. Delivery F.O.B: Gas Department, 4225 S. Port Avenue, Corpus Christi, TX 78415 1.4 Contract Pricing A. The quantity is an estimate for two years. This estimate is based on calculation of the number of new houses being built, the number of meters junked, the meters exchanged, maintenance program on old meters and the meters that are rebuilt. B. The City will provide precise quantities when placing an order for delivery. C. The Unit Price includes for FOB destination, Freight included. 1.5 Invoicing The Supplier shall invoice after each delivery. The Supplier's invoice shall contain Supply Agreement No, Delivery Address, Product type and quantity. 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 ensure it complies with the contract requirements. Page 2 of 2 Attachment B: Bid/Pricing Schedule poo cP CITY OF CORPUS CHRISTI == CONTRACTS AND PROCUREMENT ti W DEPARTMENT Revised BID FORM 05/08/2019 RFB No. 2159 Gas Meters • PAGE 1 OF 1 Date: L I i 3 e- ic\ Authorized Bidder: i('\ I 'tALaf r 11J%-- Signature: i T nu lL[7CM c", c-i 1'�S 1✓i t►Q'S.. i4 i 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 Contracts and Procurement 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. Item Description UNIT QTY -2 Unit Price Total Price Years 1 AC-250 Diaphragm EA 11000 $ `15 $ Meter, Make: Elster American Meter (tAc ' t�s� 2 AL-425 Diaphragm EA 300 $ cc5 $ cc, Meter, Make: Elster )y,ci Lf 9-j American Meter 3 AL-800 Diaphragm EA 30 Meter, Make: Elster ``" Cl �� American Meter ( ,��' Total $ 97'4 035 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 policy 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 change, or termination required on all certificates and Per occurrence aggregate policies. COMMERCIAL GENERAL LIABILITY including: $1,000,000 Per Occurrence 1. Commercial Broad Form $1,000,000 Aggregate 2. Premises-Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury 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 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 Page 1 of 3 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 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. Page 2 of 3 I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Utilities Order and Delivery of Gas Meters (Off Site) 02/13/2019 sw Risk Management Page 3 of 3 ATTACHMENT D: WARRANTY REQUIREMENTS A. Meters may be tested and inspected in the City's Gas Meter Shop. Meters that do not meet the specifications or have mechanical defects will be rejected and returned to the supplier at their expense. B. The Supplier shall warrant Gas meters against defects arising from faulty material, faulty workmanship for a period of 12 months or manufacturer warranty following the acceptance of the goods. C. The Supplier shall guarantee each meter for a period of 15 years from the date of shipment, excluding vandalism. D. All parts proving defective within the warranty/guarantee period shall be repair, replaced without any cost to the City of Corpus Christi and the Supplier must cover all shipping costs. Page 1 of 1