HomeMy WebLinkAboutC2019-560 - 10/15/2019 - Approved °I 8* SUPPLY AGREEMENT NO. 2412
w
Hydrofluorosilicic Acid for Water Treatment
ORPOR aO
185`.
THIS Hydrofluorosilicic Acid for Water Treatment Supply Agreement ("Agreement")
is entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and Pencco, Inc. ("Contractor"), effective upon execution by the
City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Hydrofluorosilicic Acid for Water
Treatment in response to Request for Bid No. 2412 ("RFB"), which RFB includes the
required scope of work and all specifications and which RFB and the Contractor'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 Contractor agree as follows:
1. Scope. Contractor will provide Hydrofluorosilicic Acid for Water Treatment 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
Period(s)"), provided, the parties do so by written amendment 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
$388,800.00, 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. Contractor shall invoice no more
frequently than once per month. 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.
Invoices will be mailed to the following address with a copy provided to the
Contract Administrator:
Supply Agreement Standard Form Page 1 of 7
Approved as to Legal Form July 11, 2019
SCANNED
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 Department
Phone: (361) 826-1827
Email: dianaG@cctexas.com
5. Insurance. 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.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor 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 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 products will remain with
the Contractor 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 Contractor, 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 Contractor within 30 days of receipt of City's invoice.
Supply Agreement Standard Form Page 2 of 7
Approved as to Legal Form July 11, 2019
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.
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. Contractor 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 Contractor be considered an employee of the City.
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 in an attachment to this
Agreement. 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.
Supply Agreement Standard Form Page 3 of 7
Approved as to Legal Form July 11, 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 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: Diana Zertuche-Garza
Title: Contracts/Fund Administrator
Address: 2726 Holly Road, Corpus Christi, Texas 78415
Phone: (361) 826-1827
Fax: (361) 826-1715
IF TO CONTRACTOR:
Pencco, Inc.
Attn: Sarah Duffy
Title: Inside Sales Manager/Bid Secretary
Address: P.O. Box 600 San Felipe, Texas 77473
Phone: (979) 885-0005
Fax: (979) 885-3208
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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
Supply Agreement Standard Form Page 4 of 7
Approved as to Legal Form July 11, 2019
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT 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.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to
comply with any of the terms 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. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. 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.
21. 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
Supply Agreement Standard Form Page 5 of 7
Approved as to Legal Form July 11, 2019
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
22. 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).
23. 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.
24. Governing Law. Contractor 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.
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 July 11, 2019
CONTRACTOR
Signature: Sptitoufr, 6*--r
Printed Name: Sarah Duffy
Title: Bid Sec.
Date: 9/12/19
CITY OF CORPUS CHRISTI
VAne,;‘, Q
Kim Baker
Director of Contracts and Procurement ss
IP
Date: 10. t Co . l.°1 ATTEST:
REB CCA 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. 2412
Exhibit 2: Contractor's Bid Response
Au►nuHk"
SECRETARr `AB
Supply Agreement Standard Form Page 7 of 7
Approved as to Legal Form July 11, 2019
Attachment A - Scope of Work
1.1 General Reauirements/Background Information
The Contractor shall provide hydrofluorosilicic acid as outlined in this Scope of
Work. Hydrofluorosilicic Acid is used in the 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.
1.2 Scope of Work
The Contractor shall supply Hydrofluorosilicic Acid as specified.
1 . The Hydrofluorosilicic Acid shall contain between 20 and 25 percent
Hydrofluorosilicic Acid by weight.
2. The Contractor shall comply with the American National Standards
Institute/American Water Works Association Standard for Hydrofluorosilicic
Acid, ANSI/AWWA B703-1 1 .
3. The Contractor shall comply with the American National Standards
Institute/National Sanitation Foundation Institute Standard for Drinking Water
Treatment Chemicals - Health Effects, ANSI/NSF 60.
4. The Contractor shall provide proof that they are complying with ANSI/NSF 60
standards by supplying a list from NSF Products listing the website for their
manufacturer. The agency must be recognized by the Texas Commission on
Environmental Quality.
1.3 Delivery and Weighing Requirements
1 . 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 B703-11 Standard for Hydrofluorosilicic
Acid".
2. Each chemical shipment must be weighed by local certified weighers before
delivery to and after unloading at the O.N. Stevens Water Treatment Plant. The
truck driver must promptly deliver chemical shipment weight "ticket" or legible
Revised 4.4.19
copies to the City of Corpus Christi, Contract Administrator, 13101 Leopard St.,
Corpus Christi, Texas 78469-9277.
3. 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.
4. 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 B703-11 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. 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
A. The Contractor 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.
B. The Contractor shall 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 Supplier Quality Control and Superintendence
The Contractor 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 Contractor will also provide supervision
of the work to insure it complies with the contract requirements.
1.6 Ownership
City's ownership of the Hydrofluorosilicic Acid shall begin, and Contractor's
ownership shall cease, upon the unloading of the chemical at the O.N. Stevens
Water Plant.
1.7 Billing
The Contractor must base billing and pay quantity for each chemical shipment on
"local" certified weight tickets for delivery of Hydrofluorosilicic Acid. The invoice
shall include the purchase order number or supply agreement number.
Revised 4.4.19
Attachment B- Bid/Pricing Schedule
CITY OF CORPUS CHRISTI
CONTRACTS AND PROCUREMENT
v
DEPARTMENT
BID FORM
RFB No. 2412
Hydrofluorosilicic Acid for Water Treatment
PAGE 1 OF 1
Date: 8/13/19
Authorized
Bidder: Pencco, Inc. Signature:
arah Duffy Bi .
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 24- Unit Price Total.Price
Month
Qty.
1. Hydrofluorosilicic Acid Wet Tons 900 $432.00 $388.800.00
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 (COI) 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 COI. Project name and or number must be
listed in Description Box of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, Bodily Injury and Property Damage
required on all certificates or by
applicable policy endorsements. Per occurrence aggregate
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including:
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
Employer's Liability $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Occurrence
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 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.
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
Ins. Req. Exhibit 4-C
Contracts for General Services -Services Performed Onsite - Pollution
04/26/2019 Risk Management - Legal Dept.
Attachment D - Warranty Requirements
Section 8 Warranty Sub Section (b) is null and void for this Supply Agreement.