HomeMy WebLinkAboutC2021-033 - 2/23/2021 - Approved DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
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H SUPPLY AGREEMENT NO. 3221
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Parts for McNeilus Equipment
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THIS Parts for McNeilus Equipment Supply Agreement ("Agreement") is entered into
by and between the City of Corpus Christi, a Texas home-rule municipal corporation
("City") and McNeilus Truck and Manufacturing Co.("Contractor'), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Parts for McNeilus Equipment in response
to Request for Bid No. SS-3221 ("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 Parts for McNeilus Equipment 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
$530,000.00, 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. 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 December 15, 2020
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
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: Benjamin Sanchez
Department: Fleet Maintenance
Phone: (361 ) 826-1959
Email: BenjaminS@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.
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Approved as to Legal Form December 15, 2020
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
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. In providing the Goods, Contractor will not enter into
subcontracts or utilize the services of subcontractors.
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
Supply Agreement Standard Form Page 3 of 7
Approved as to Legal Form December 15, 2020
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
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: Benjamin Sanchez
Title: Assistant Parts Foreman
Address: 5352 Ayers St., Building 3-B, Corpus Christi, Texas 78415
Phone: (361 ) 826-1959
Fax: (361 ) 826-8255
IF TO CONTRACTOR:
McNeilus Truck and Manufacturing Co.
Attn: Jay Gravens
Title: Sales Manager Refuse Parts
Address: 1 101S. 145 Hutchins, Texas 75141
Phone: (972) 225-0718
Fax: (972) 225-7077
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
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
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Approved as to Legal Form December 15, 2020
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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. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. 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.
22. 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.
Supply Agreement Standard Form Page 5 of 7
Approved as to Legal Form December 15, 2020
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
23. 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).
24. 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.
25. 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.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1 ,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. 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 December 15, 2020
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
CONTRACTOR
DocuSigned by:
Signature: ,�a"1 cwakk 's
Printed Name: lay Cravens
National Refuse sales Manager
Title.
Date: 1/26/2021
C17 OFbCORPUS CHRISTI
C Res.032361
Vim- t �� Authorized By
Frrrsu esga
Josh Rog rey Council 02/23/2021
Interim Assistant Director, Contracts and Procurement
Date: 2/24/2021 DS
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Attached and Incorporated by Reference:
Attachment A: Scope of Work ATTEST:
DocuSigned by:
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance Requirements moo...
Attachment D: Warranty Requirements Rebecca Huerta
City Secretary
Incorporated by Reference Only:
Exhibit 1 : RFB No. SS-3221
Exhibit 2: Contractor's Bid Response
Supply Agreement Standard Form Page 7 of 7
Approved as to Legal Form December 15, 2020
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
SUS
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o� � ATTACHMENT A: SCOPE OF WORK
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L General Requirements/Back round Information _
The City's Fleet Management Department uses and stocks parts for McNeilus refuse
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equipment for in-house repairs.
2. Scope of Work
The Contractor shall provide McNeilus refuse equipment parts on an as needed basis.
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Parts may include such as but are not limited to filters, hydraulics, and body parts. :.
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3. Contractor Quality Control and Superintendence
All parts for McNeilus refuse equipment will be defect free, properly packed and
shipped to ensure a safe delivery.
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4. Special Instructions
A. Ordering and Delivery
1. The City Fleet Maintenance Staff will place an order on an as needed basis.
2. The Contractor shall deliver parts between the hours of 8:OOAM to 5:OOPM
3. The Contractor shall deliver parts to the City Garage, City Service Center
located at 5352 Ayers St. Building 3B, Corpus Christi, Texas 78415.
4. All contract prices are F.O.B. destination, inside delivery to the City of Corpus i
Christi Facility, freight prepaid.
5. If any items are found to be defective, unusable or not in working condition,
the Contractor shall arrange the return of the shipment or the shipping charges
3
will be reimbursed on the invoice.
6. No restocking fee or payment of any kind shall be owed for orders cancelled
B. Defective Goods
Contractor shall pay for return shipment on any products that arrive in a
defective, unusable or inoperable condition. Contractor must arrange for the
return shipment of damaged products.
5. Invoicing
Parts will be reimbursed at cost plus the allowable markup shown in the
contract. Receipts will be required for the parts that demonstrate the actual
cost of the item to the Contractor.
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DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
ATTACHMENT B-QUOTE/PRICING SCHEDULE
CITY OF CORPUS CHRISTI
QUOTE FORM
1. Refer to Contract Terms and Conditions before completing quote.
2. Quote your best price, including freight,for each Rem.
3. In submitting this quote, Contractor certifies that the prices in this quote have been arrived at
Independently,without consultation, communication, or agreement with any other contractor or
competitor,for the purpose of restricting competition with regard to prices.
Invitation to quote, FOB Destination, Freight Included, on the following:
211 1.,
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McNeilus refuse $500,000.00 0% t>CC) j-y rs.
equipment body parts 000
Freight Allowance $30,000.00 yKt g`E,2
I 3-Yrs. $30,000.00
COMPANY: -Truc(,-
NAME OF PERSON AUTHORIZED TO SIGN: SAY GKffi6A)'---1
ADDRESS: I CITY/STATE/ZIP
PHONE:(,g EMAIL: I'q raoe—v\ 5 (CA)MC—rl)f—
FAX: DATE: .,
SIGNATUR TITLE:
THE CITY RES' 'VWTHE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY
INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS
PROJECT UNTIL A LATER DATE.
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
Attachment C- Insurance Requirements
I. CONTRACTOR'S LIABILITY INSURANCE
A. 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.
B. 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 Including: $1 ,000,000 Per Occurrence
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
C. 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.
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
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 an amount sufficient to assure
that all workers' compensation obligations incurred by the Contractor will be promptly
met.
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 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
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, 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.
E. 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.
DocuSign Envelope ID:91D FOE C9-F48 F-4638-9985-381FE181476B
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 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.
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 agreement.
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 agreement.
I. 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.
DocuSign Envelope ID:91 DFOEC9-F48F-4638-9985-381 FE1 81476B
ATTACHMENT D: WARRANTY REQUIREMENTS
A. The Contractor shall provide manufacturer warranty on all parts.
® Within warranty period, the Contractor shall repair or replaced without any cost to the
City of Corpus Christi and the Contractor must cover all shipping costs,
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