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� r SUPPLY AGREEMENT NO. 2504
ver
Tires for Fleet
1852
THIS Tires for Fleet Supply Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and T&W Tire, LLC ("Contractor"), effective upon execution by the City Manager or the
City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Tires for Fleet in response to Request for
Bid No. 2362 ("RFB"), which RFB includes the required scope of work and all
specifications and which RFB 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 Tires for Fleet 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 three 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 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
$296,030.00, 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:
City of Corpus Christi
Supply Agreement Standard Form SCANNtb
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:
Erlinda Klubertanz
General Service Department
361-826-1903
Erlinda@cctexas.com
5. Insurance
(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
on General Liability and Auto Liability policies. The City Attorney must be given
copies of all insurance policies within 10 days of the City Manager's written
request, except that the Contractor is not required to provide the policy
documents without a court order if it is a publicly-traded entity. 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 re-worked immediately at no charge to the City. If prompt
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 reasonable 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
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement
are new, quality items that are free from defects, and will receive the full benefit
of the manufacturer's applicable standard warranty for such products. 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
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 applicable 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: Erlinda Klubertanz
Operations Manager
5352 Ayers, Bldg 3B, Corpus Christi, TX 78415
Phone: 361-826-1903
Fax: 361-826-4394
IF TO CONTRACTOR:
T&W Tire, LLC
Attn: Josh Thompson
Business Development
25 N. Council Rd., Oklahoma City, OK 73127
Phone: 405-787-6711
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, REASONABLE ATTORNEYS' FEES AND EXPERT
WITNESS FEES, TO THE EXTENT THAT THEY ARISE OUT OF OR IN
CONNECTION WITH A BREACH OF THIS AGREEMENT BY CONTRACTOR
OR ITS EMPLOYEES, OR AGENTS, OR RESULTS FROM THE NEGLIGENT
Supply Agreement Standard Form Page 4 of 7
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 REASONABLY SATISFACTORY TO THE CITY ATTORNEY, AND
PAY ALL REASONABLE 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 either Party, or of any right or
interest contained herein, is effective unless the other Party first gives written
consent to such assignment except that the City may assign this Agreement to
any other person or governmental entity that succeeds to the governmental
powers and authority of the City without consent. 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
Supply Agreement Standard Form Page 5 of 7
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.
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 applicable 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.
Supply Agreement Standard Form Page 6 of 7
CONTRACTOR
3-'7`/, 15O�
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Signature: �
Printed Name: JOSH THOMPSON
Title: Business Development Director
Date: 8/11/2019
CITY OF CORPUS
CHRISTI
Kim Baker
Director of Contracts and Procurement
Date: I I. t3 ATTEST:
REB CCA HUERTA
CITY SECRETARY
APPROVED AS TO LEGAL FORM:
i(AsikAAt aie/M4 -� (013cI �°�
Assis ant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work ��r�
Attachment B: Bid/Pricing Schedule Mi, 1H1Ss�d AUT UM.
Attachment C: Insurance Requirements gY MIC0. I) —)k— 2019
Attachment D: Warranty Requirements
Incorporated by Reference Only: CFr'RCT/►o"
Exhibit 1 : RFB No. 2362
Exhibit 2: Contractor's Bid Response
Supply Agreement Standard Form Page 7 of 7
Attachment A: Scope of Work
1.1 Scope of Work
A. The Contractor shall provide new tires on an as needed basis.
B. The Contractor shall maintain stock in sufficient amount and sizes of tires
to supply the reasonable demands of the City.
C. Tires include:
1 . 11R22.5 - 16 ply, drive tire, open shoulder, cut and chip resistant
2. P265/60R17 Firehawk
3. P235/55R17 Goodyear Eagle RSA
4. P245/55R18 Goodyear Eagle RSA
5. P205/60R 16 Goodyear Eagle Sport
6. 225/70R15 Goodyear WRL SRA
7. 225/50R17 Goodyear Eagle Sport
8. 225/70R19.5 Goodyear G622 RSD
9. 225/70R 19.5 Goodyear G647 RSS
1.2 Contractor 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.
1.3 Special Instructions
A. Tires will be delivered to the City Garage, City Service Center, 5352 Ayers
Street, Corpus Christi, TX 78415.
B. The location of business must be located within a range of the City Service
Center to allow for delivery of tires as outlined below.
C. The Contractor shall have five hours to deliver the tires if the order is
placed before 11 :00 am.
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D. The Contractor shall 24 hours to deliver the tires if the order is placed after
11 :00 am.
E. The Contractor shall deliver tires between the hours of 8:00am - 5:00pm.
Monday through Friday.
F. The Contractor shall provide bill of lading when tires are delivered.
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U CITY OF CORPUS CHRISTI
CONTRACTS AND PROCUREMENT
,„CRRPRR•tt°
1852 DEPARTMENT
BID FORM
RFB No. 2362
Tires for Fleet
Page 1 of 1
Date: 7/26/2019
Authorized drill-
Bidder: T&W TIRE, LLC Signature: I
1. Refer to "Instructions to Bidders" and Contract Terms and C• . •' '•ns before
completing bid.
2. Quote your best price f•r each item.
3. In submitting this bid, Bi•der certifies that:
a. the prices in thi. bid have been arrived at independently, without
consultation, co munication, or agreement with any other Bidder or
competitor, for the purpose of restricting competition with regard to prices.
b. Bidder is an Equ I Opportunity Employer, and the Disclosure of Interest
information on file with City's Contracts and Procurement office, pursuant
to the Code of Or inances, 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 Unit Price Total Price
Group 1
1 11 R22.5- Year 1 EA 350 275.00 96,250.00
2 11R22.5-Year 2 EA 350 281.88 98,658.00
3 11R22.5-Year 3 EA 350 288.92 101,122.00
Total 296,030.00
Group 2
1 P265/60R17 Firehawk-Year 1 EA 423
2 P265/60R17 Firehawk-Year 2 EA 423
3 P265/60R 17 Firehcwk-Year 3 EA 423
Total 296,030.00
Revised Addendum 1
Attachment C: Insurance Requirements
A. CONTRACTOR'S LIABILITY INSURANCE
1 . Contractor must not commence work under this agreement until all insurance
required has been obtained and such insurance has been approved by the City.
Contractor must not allow any subcontractor Agency to commence work until all
similar insurance required of any subcontractor Agency has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract Administer 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 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 Per occurrence - aggregate
applicable policy endorsements
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' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000
3. In the event of accidents of any kind related to this agreement, Contractor must
furnish the Risk Manager with copies of all reports of any accidents within 10 days of
the accident.
Page 1 of 3
B. ADDITIONAL REQUIREMENTS
1 . 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 an amount sufficient to assure
that all workers' compensation obligations incurred by the Contractor will be
promptly met.
2. 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.
3. Contractor shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Contractor shall pay any costs incurred resulting from said changes. All
notices under this Article 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
4. 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, volunteers, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation 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
suspension, cancellation, non-renewal or material change in coverage, and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
5. Within five (5) calendar days of a suspension, cancellation, or non-renewal 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.
Page 2 of 3
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
6. 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 remove
the exhibit hereunder, and/or withhold any payment(s) if any, which become due
to Contractor hereunder until Contractor demonstrates compliance with the
requirements hereof.
7. 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 agreement.
8. 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 agreement.
9. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this agreement.
2019 Insurance Requirements
Ins. Req. Exhibit 4-B
Contracts for General Services -Services Performed Onsite
04/26/2019 Risk Management - Legal Dept.
Page 3 of 3
Attachment D: Warranty Requirements
Limited warranty and adjustment policy is a promise of replacement under
certain specified conditions. It applies to tires in normal highway service
displaying adjustable conditions and does not require the existence of a
deficiency in workmanship or materials in order to qualify for adjustment. This
limited warranty is not a warranty that the tire will not fail or become
unserviceable if neglected or mistreated.
Replacement policy on tire is first 12 months or first 10% treadwear, whichever
comes first.
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