HomeMy WebLinkAboutC2021-049 - 3/2/2021 - Approved DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
se
�a
0
H SUPPLY AGREEMENT NO. 3342
v
Micro-Solve for Wastewater Treatment Plants
1852
THIS Micro-Solve for Wastewater Treatment Plants Supply Agreement
("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-
rule municipal corporation ("City") and E.G.S.W. LLC ("Contractor'), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Micro-Solve for Wastewater Treatment
Plants in response to Request for Bid No. 3342 ("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 Micro-Solve for Wastewater Treatment Plants 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 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
$512,300.00, 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: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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: Utilities Department
Phone: 361-826-1649
Email: Joannam@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 December 15, 2020
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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 / Funds Administrator
Address: 2726 Holly Rd, Corpus Christi, Texas 78415
Phone: 361-826-1649
Fax: N/A
IF TO CONTRACTOR:
E.G.S.W. LLC
Attn: Troy Najar
Title: Owner
Address: 65 Woodcreek Dr., Wimberley, Texas 78676
Phone: 512-775-5358
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, 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
Supply Agreement Standard Form Page 4 of 7
Approved as to Legal Form December 15, 2020
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
CONTRACTOR
DocuSigned by:
fi
Signature: �
Troy Najar
Printed Name:
Title: chief
Date: 1/20/2021
M2021-038 Authorized By
CITY F QnQ5PUS/n�CHRRIIS/T'
V� Z� Council 03/02/2021
Josh Chronley
Interim Assistant Director, Contracts and Procurement DS
Date:
3/3/2021 r;/St
ATTEST:
DocuSigned by:
Attached and Incorporated by Reference: . ....
Attachment A: Scope of Work Rebecca Huerta
Attachment B: Bid/Pricing Schedule City Secretary
Attachment C: Insurance Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit l : RFB No. 3342
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: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
ATTACHMENT A: SCOPE OF WORK
dPPoPDµ41 ro
1852
1. General Requirements
The Contractor shall supply and deliver Micro-Solve to accelerate bacterial
growth and solve many of the issues associated with handling and treatment of
animal fat, grease, oil accumulations and buildup in the Wastewater Treatment
facilities' and Lift Stations.
2. Scope of Work
A. The Contractor shall supply and deliver Micro-Solve and associated
products to city wastewater treatment plants.
B. Orders will be placed on an "as needed" basis.
C. The Contractor shall deliver the order within 24 hours of order
placement.
D. The product will be delivered to the following locations:
Name Address
1 Broadway WW Treatment Plant 801 Resaca
2 Oso WW Treatment Plant 501 Nile
3 Greenwood WW Treatment Plant/Lift 6541 Greenwood
Stations
4.3 Invoicing
The Contractor shall submit an itemized invoice for payment, which shall include the
following:
• Service Agreement No. and PO No.
• Date of Delivery
• Delivery Address
• Itemized List of Charges
Page 1 of 1
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B ----------
SC
CITY OF CORPUS CHRISTI
CONTRACTS AND PROCUREMENT DEPARTMENT
BID FORM
NCORPORA,kO
RFB No. 3342
Micro-Solve for Wastewater Treatment Plants
PAGE I OF I
Date: J4--/7 ,
Authorized
Bidder: E Signature: U
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 2-Year Unit Price 2-Year Total
QTY Price
1 Micro-Solve EA 164 jl
55 Gallon Drum #MS2-Drum L70
2 Micro-Solve 0 T
Complete Pumping Kit #MS3- EA 10 $
Pump Kit ,
3 Micro-Solve
Bubbler System (Complete) EA 6U;
#TB1 $r U;ww
Total $ 2
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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 applicable
Per occurrence - aggregate
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
BUSINESS AUTOMOBILE LIABILITY $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
POLLUTION LIABILITY $1,000,000 Per Occurrence
Risk Review
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.
Page 1 of 3
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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.
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
Page 2 of 3
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
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.
Bond Requirements:
No bonds are required, therefore, Section 5 Insurance; Bonds subsection 5(B), is
hereby void.
2020 Insurance Requirements
Ins. Req. Exhibit 4-C
Contracts for General Services - Services Performed Onsite - Pollution
04/14/2020 Risk Management - Legal Dept.
Page 3 of 3
DocuSign Envelope ID: EBB27EC1-9515-4A90-9955-A758C8DCE61 B
ATTACHMENT D: WARRANTY REQUIREMENTS
No product warranty applies to this Supply Agreement therefore, Section 8 Warranty
Subsections 8(A) and 8(B) are void.
Page 1 of 1