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HomeMy WebLinkAboutC2021-147 - 5/25/2021 - ApprovedDocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C SUPPLY AGREEMENT NO. 3466 METER BOXES AND LIDS FOR THE CITY WAREHOUSE THIS Meter Boxes and Lids for the City Warehouse Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home - rule municipal corporation ("City") and Ferguson Enterprises, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Meter Boxes and Lids for the City Warehouse in response to Request for Bid No. 3466 ("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: Scope. Contractor will provide Meter Boxes and Lids for the City Warehouse 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 $322,788.30, 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: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 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: Robert Presnelll Finance Department (361) 826-1750 RobertPR@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: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 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. Supply Agreement Standard Form Page 3 of 7 Approved as to Legal Form December 15, 2020 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 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: Robert Presnell Stores Supervisor 5352 Ayers Street, Bldg. 6, Corpus Christi, Texas 78415 Phone: (361) 826-1750 FAX: (361) 826-3174 IF TO CONTRACTOR: Ferguson Enterprises, LLC Attn: Bryan Steele Sales Representative 221 Junior Beck Dr., Corpus Christi, Texas 78405 Phone: (361) 289-1977 FAX: (361) 289-1968 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 Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form December 15, 2020 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 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. 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: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 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: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C CONTRACTOR �ocu Signed by: Signature: 5 - 8933M17/e94CA... Printed Name: Title: SALES Date: Bryan Steele 5/6/2021 M2021-111 Authorized By CITY OF CORPUS CHRISTI 05/25/2021 Council ��DocuSignetl byl/V:eit, 96�8G�GCGC Josh Chronley Interim Assistant Director, Contracts and Procurement 5/26/2021 Date: 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. 3466 Exhibit 2: Contractor's Bid Response c— DS IWS ATTEST: DocuSignetl by: Rebecca Huerta City Secretary Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form December 15, 2020 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C ATTACHMENT A: SCOPE OF WORK 1. General Requirements/Background Information The City of Corpus Christi needs Meter Boxes and Lids for the City Warehouse for city-wide repairs. Maintaining a stock of these frequently used parts will keep used parts in stock mainly used for existing and new services the provided by the Utilities department. Meter boxes and lids are for immediate or as -needed consumption or for on stock readily available The City warehouse works as a central receiving storage facility, by providing the internal departments needed supplies as daily operations require at the City of Corpus Christi as outlined in the Scope of Work. 2. Scope of Work A. The Supplier shall provide meter boxes and lids, as outlined on the bid/ pricing schedule. This specification covers various meters used by the City. The products listed in this specification will be used to restock the Warehouse Department. B. The Supplier will cross reference the City's stock number listed on the bid sheet. The City agrees not to change the stock numbers assigned to each item for the duration of the contract. 3. Delivery Robert Presnell Stores Supervisor 5352 Ayers Street, BLDG.#6 Corpus Christi, Texas 78415 Phone: (361) 826-1750 FAX: (361) 826-3174 1. Contractor shall ship the materials in a specified time frame dictated by the Stores Supervisor. 2. All contract prices are F.O.B destination, inside delivery to the City of Corpus Christi Warehouse Facility, freight prepaid. 3. Receipt of products that do not conform will not be accepted by the City. 4. Supplier must arrange for the return shipment of damaged products via RMA with appropriate shipping label. 5. Supplier understands and agrees that the City may, at its discretion, cancel any backorders due to the Supplier's inability to deliver the product within the set time frame. 6. Contractor will ship defect -free, properly packaged, and / or delivered to ensure safe delivery. Page 1 of 1 DocuSign Envelope ID: 8860C1DE-4F23-4D2F-B189-1E871D27001C CITY OF CORPUS CHRISTI CONTRACTS AND PROCUREMENT DEPARTMENT BID FORM RFB No. 3466 Meter Boxes and Lids for the City Warehouse Date: 0 Bidder: Authorized Signature: PAGE 1 OF 1 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 1 2 3 4 5 6 6 City Stock No. 3419 Lid & Ring, Inlet 24-1/2", Metal, SIGM, A9OR&C City Stock No. 3424 Valve Box Extension 8", Metal, SIGM, 59VCC2 City Stock No. 3425 2" Valve Box Riser, Metal, SERA, 59VR0201 City Stock No.3429 3" Valve Box Riser, Metal, SERA, 59VR0301 City Stock No. 3430 4" Valve Box Riser, Metal, SERA, 59VR0401 City Stock No. 3431 6" Valve Box Riser, Metal, SERA, 59VR0601 Unitf. EA EA EA EA EA EA three years 252 600 30 30 30 30 Unit Price Total Price ge, 7a, DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 7 City Stock No. 3432 Valve Box Lid, 7-1/2," Water, Metal, CC2 Lid EA 600 $ /, $ i , 91:1, exs 8 City Stock No. 3433 Meter Box 12" x 18", Metal, SIGM, 1 CI Meter BX EA 540 637, 3 e $ `3 (1.5 9 City Stock No. 3435 17" x 30" Meter Box, #2, Plastic, EA 300 $ , /„ f $ .Or 10 City Stock No. 3436 17" x 30" Lid Plastic, OLDC, 17304012 EA 600 $ el 9-hi. $ J 11 City Stock No. 3437 #11 Oval Meter Box, Metal, SERA 6401 EA 4800 $ $ 12 City Stock No. 3438 #1 Meter Box Metal, "Sewer." 12" x 18", Metal, Sign, NB 1781 1 S°�� EA 300 $ $ n ci To r a Vi math Tota _ Correct T ty911 $'1.2.2,788„:30 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C Attachment C: Insurance and Bond 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 Commercial General Liability Including: $250,000 Per Occurrence 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury 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. 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 Page 1 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C 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: 1. 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; 2. 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. 3. Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 4. Provide 30 calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than 10 calendar days advance written notice for nonpayment of premium. Page 2 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C E. Within 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 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. 2020 Insurance Requirements Ins. Req. Exhibit 4-D Contracts for General Services - Services Performed Offsite 06/08/2020 Risk Management - Legal Dept. Page 3 DocuSign Envelope ID: 8860C1 DE-4F23-4D2F-B189-1 E871 D27001 C Attachment D: Warranty Requirements Product Warranty is not required for this supply agreement; therefore, Section 8 Warranty, subsections (A) and (B) are null and void. Page 1