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Approved as to Legal Form June 2, 2021
SERVICE AGREEMENT NO. 3792
Energy WorldNet OQ Compliance Program for Gas Dept
THIS Energy WorldNet OQ Compliance Program Agreement ("Agreement") is
entered into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation (“City”) and Energy WorldNet, Inc. (“Contractor"), effective upon
execution by the City Manager or the City Manager’s designee (“City Manager”).
WHEREAS, Contractor has bid to provide Energy WorldNet OQ Compliance
Program in response to Request for Bid/Proposal No. Sole Source 3792 (“RFB/RFP”),
which RFB/RFP includes the required scope of work and all specifications and which
RFB/RFP 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 Energy WorldNet OQ Compliance Program
(“Services”) 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, and in accordance with Exhibit 2.
2. Term.
(A)This Agreement is for five 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 in writing prior to the expiration of the original term or
the then-current Option Period.
(B)At the end of the Term of this Agreement or the final Option Period, the
Agreement may, at the request of the City prior to expiration of the Term or final
Option Period, continue on a month-to-month basis for up to six months with
compensation set based on the amount listed in Attachment B for the Term or the
final Option Period. The Contractor may opt out of this continuing term by
providing notice to the City at least 30 days prior to the expiration of the Term or
final Option Period. During the month-to-month term, either Party may terminate
the Agreement upon 30 days’ written notice to the other Party.
3.Compensation and Payment. This Agreement is for an amount not to exceed
$134,620.00, subject to approved extensions and changes. Payment will be made
for Services performed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
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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 must be mailed to the following address with a copy provided to the
Contract Administrator:
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:
Maria Morales
Gas Department
361.826.6945
MariaM@cctexas.com
5. Insurance; Bonds.
(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.
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.
(B)In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond’s terms, conditions, and amounts were
fully set out here in its entirety.
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6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services 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 Services will not be
rendered until the Contractor receives the signed purchase release order.
7.Inspection and Acceptance. City may inspect all Services and products supplied
before acceptance. Any Services or products that are provided but not
accepted by the City must be corrected or re-worked immediately at no charge
to the City. If immediate correction or re-working at no charge cannot be made
by the Contractor, a replacement service may be procured by the City on the
open market and any costs incurred, including additional costs over the item’s
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City’s invoice.
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.
(C)Contractor warrants that all Services will be performed in accordance
with the standard of care used by similarly situated contractors performing similar
services.
9. Quality/Quantity Adjustments. Any Service 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
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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 Services 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 performing the Services, the 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
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: Maria Morales
System Work Coordinator
4225 S. Port Ave., Corpus Christi, TX 78415
Phone: 361.826.6945
Fax: n/a
IF TO CONTRACTOR:
Energy Worldnet, Inc.
Attn: Adam Tracy
Manager, Business Development
1210 S. Bus. US-287, Decatur, TX 76234
Phone: 940.626.1941
Fax: n/a
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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
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 may terminate this Agreement for Contractor’s failure to comply with
any of the terms of this Agreement. The City 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 may terminate this
Agreement immediately thereafter.
(B)Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City 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.
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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.
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.
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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.
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CONTRACTOR
Signature:
Printed Name:
Title:
Date:
CITY OF CORPUS CHRISTI
________________________________________________
Josh Chronley
Assistant Director, Contracts and Procurement
Date: _________________________
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. Sole Source 3792
Exhibit 2: Contractor’s Bid/Proposal Response
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Adam Tracy
7/20/2021
Manager, Business Development
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Res. 032523
08-17-2021
___________________Authorized By
Council ________________________
8/19/2021
ATTEST:
_____________________________
Rebecca Huerta
City Secretary
Attachment A: Scope of Work
Project Name: Energy WorldNet OQ Compliance Program for Gas
Department
Project Address: 4225 S. Port., Corpus Christi, Texas 78415
Summary:
This Agreement is for five years, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator
or Purchasing Division. All work being performed for the City must meet
industry standards.
A. Scope of Work:
1.The Contractor shall provide an OQ management program and a
relational database that defines, maintains, and documents all
aspects of the OQ program for 150 licenses per year for 5 years which
includes pro-rated pricing for the time left in subscription.
2.The software shall provide:
a.Annual Services & Updates Renewal- System Data Maintenance
and Program Updates. Includes a 100% hosted learning content
management solution including all reports, mobile technology, and
unlimited transfer of records to ISN, solution updates, and
phone/email support. Support for the number of employees listed
on the agreement.
b.Operator Qualification Renewal- OQ Plan, Knowledge Courses,
AOC's, Documentation, and reporting per active OQ user.
c.Inactive Users Renewal- Archiving of previous employee OQ data/per
user and OQ subscription renewal.
d.OQ training courses with written exams shall be available in English and
Spanish.
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B. Support:
1.The Contractor shall provide the following services to include but are
not limited to the reporting and correction of product defects,
installation, and configuration assistance.
2.The hours of technical phone support are as follows.
a.Monday-Friday 7:00 am to 5:30 pm (Central}
b.After hours and on weekends until 9 pm via email to the main
support@energyworldnet.com.
C.Warranty
The Contractor will undertake all reasonable efforts to provide technical
assistance under the Agreement and to rectify or provide solutions to
problems where the Software does not function. The Contractor will provide
the City substantially the same level of service throughout the term of this
Agreement.
D.Software Upgrades:
The Contractor shall provide the City with all minor/major software version
releases during the term of this Agreement. City agrees that the releases
of software upgrades are the sole discretion of the Contractor and shall
follow the Contractor's internal quality standards.
E.Contractor Responsibilities:
1.The Contractor shall notify the City of any material defects or
malfunctions in the Software or related documentation revised to
reflect significant updates and enhancements to the software made
by the Contractor, if any, during the period of this Agreement.
2.The Contractor shall correct inherent material errors in the Software that
are not caused by the City misuse, improper use, alterations, or
damage of the Software.
3.The Contractor shall supply the City with reasonable means of
accessing modifications and enhancements to the Software, using a
network download. The Contractor is not obligated under this
Agreement to perform on-site installation of modifications and
enhancements.
4.The Contractor shall provide unlimited access for each subscribed
employee to the full EWN library of existing and new standardized
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training and evaluation content related to Operator Qualification,
which includes but is not limited to the following:
a.OQ training courses with written exams shall be available in English and
Spanish.
b.Performance Evaluations, which may be utilized in either printable
format or complete digitally using any mobile device (smartphone,
tablet) using the EWN Mobile application.
c.The Contractor will provide access to the EWN online Learning
Management System and database services, including access to
the EWN internet-based system that provides employees with
the ability to perform online training and testing activities,
organization and management of training and evaluation
requirements for individuals, printable documents for classroom
training, and recordkeeping and reporting functions. The EWN LMS
system will be made available for use via Company provided
internet connection 24 hours per day, 7 days per week, except
during scheduled upgrade and maintenance service windows
which are typically scheduled during late night hours and/or on
weekends. Create, upload, and distribute course material through
the EWN LMS system.
F. Contract Schedule
Year 1: January 1, 2022- December 31, 2022
Year 2: January l, 2023- December 31, 2023
Year 3: January 1, 2024- December 31, 2024
Year 4: January 1, 2025- December 31, 2025
Year 5: January l, 2026- December 31, 2026
G. Invoicing
1.Invoices will be mailed to the following address with a copy emailed to
the Person of Contact.
City of Corpus Christi Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Tx 78469-9277
2.Email invoice to: MariaM@cctexas.com
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Attachment B: Bid/Pricing Schedule
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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,
required on all certificates or by applicable
policy endorsements
Bodily Injury and Property Damage
Per occurrence - aggregate
Commercial General Liability Including:
1.Commercial Broad Form
2.Premises – Operations
3.Products/ Completed Operations
4.Contractual Liability
5.Independent Contractors
6.Personal Injury- Advertising Injury
$1,000,000 Per Occurrence
AUTO LIABILITY (including)
1.Owned
2.Hired and Non-Owned
3.Rented/Leased
$1,000,000 Combined Single Limit
WORKERS’ COMPENSATION
EMPLOYER’S LIABILITY
Statutory
$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.
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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.
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.
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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-B
Contracts for General Services – Services Performed Onsite
02/07/2020 Risk Management – Legal Dept.
No bond required for this service agreement.
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Attachment D- Warranty Requirements
The Contractor will undertake all reasonable efforts to provide technical
assistance under the Agreement and to rectify or provide solutions to
problems where the Software does not function. The Contractor will provide
the City substantially the same level of service throughout the term of this
Agreement.
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