HomeMy WebLinkAboutC2023-057 - 4/11/2023 - Approved DocuSign Envelope ID:8C05FC19-FF08-4882-8CBC-AA1 CC51 DOE75
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SERVICE AGREEMENT NO. 4624
Recap Tires for Fleet Maintenance
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THIS Recap Tires for Fleet Maintenance Agreement ("Agreement") is entered into
by and between the City of Corpus Christi, a Texas home-rule municipal corporation
("City") and The Goodyear Tire & Rubber Company ("Contractor"), effective upon
execution by the City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has bid to provide Recap Tires for Fleet Maintenance in
response to Request for Bid/Proposal No. 4624 ("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 Recap Tires for Fleet Maintenance ("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) The Term of this Agreement is three years beginning on the date provided in
the Notice to Proceed from the Contract Administrator or the City's Procurement
Division. 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
$818,250.00, subject to approved extensions and changes. Payment will be made
for Services performed and accepted by the City within 30 days of acceptance,
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subject to receipt of an acceptable invoice. 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 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:
Benjamin Sanchez
Asset Management Department, Fleet Division
361-826-1959
BenjaminS@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. The City
must be named as an additional insured on the auto liability policy. 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.
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
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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
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.
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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: Benjamin Sanchez, Parts Foreman
5352 Ayers St., Bldg. 3B
Corpus Christi, Texas 78415
Phone: 361-826-1959
Fax: 361-826-4394
IF TO CONTRACTOR:
The Goodyear Tire & Rubber Company
Attn: Richard Bevington, GM - CTSC Operations
200 Innovation Way, Akron, OH 44316
Phone: 330-796-3782
Fax: 330-796-4276
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
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kind of injury, loss, or damage, including all expenses of litigation,
court costs, reasonable attorneys' fees, and expert witness fees, to the
extent that they directly arise out of or in connection with a breach of
this Agreement by Contractor/supplier 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 in his/her reasonable
discretion, and pay all reasonable charges of attorneys and all other
costs and expenses of any kind arising or resulting from any said
liability, damage, loss, claims, demands, suits, or actions. The
indemnification obligations of Contractor under this section shall
survive the expiration or earlier termination of this Agreement.
18. Termination.
(A) The City 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, either party may terminate this Agreement for convenience
upon 30 days advance written notice to the other party. 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 applicable 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
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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.
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
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DocuSign Envelope ID:8CO5FC19-FF08-4882-8CBC-AA1 CC51 DOE75
CONTRACTOR
Docusigned by:
Signature:
Printed Name: Chris Campbell
Title: Sr. Director, CTSC
Date- 3/8/2023
CITY OF CORPUS CHRISTI
DocuSigned by:
L��-/ !JB4EC
M2023-051 Authorized By
Jos ronley
Assistant Director of Finance - Procurement Council 4-11-2023
Date: 5/3/2023
bs
DS
/s
Approved as to form:
EDocuSigned by:
6AA4 (hut 4/20/2023
AssisGnf ity Attorney Date ATTEST:
Docusigned by:
ITAttached and Incorporated by Reference: Rebecca Huerta
Attachment A: Scope of Work City Secretary
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1 : RFB/RFP No. 4624
Exhibit 2: Contractor's Bid/Proposal Response
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DocuSign Envelope ID:8C05FC19-FF08-4882-8CBC-AA1 CC51 DOE75
ATTACHMENT A: SCOPE OF WORK
1.1 General Requirements/Background Information
The Contractor shall provide recap tires on 11 R22.5 tires for the Fleet
Maintenance Division on an as needed basis.
1.2 Scope of Work
A. The Contractor shall recap, and deliver casings on an "as needed basis".
B. The Contractor shall keep in stock a minimum of 45 recaps.
C. The contract price includes all repairs of the recap. Repairs include spot repair,
section repair, bead repair, and nail hole repairs.
D. The Contractor shall go through casings that are not mounted on rims.
E. The Contractor shall make sure casing is not older than four years of the DOT date
code.
F. The Contractor shall cap the casing no more than two times.
G. The Contractor shall be required to supply casings in lieu of City casings to meet
the quantity demand of the City.
H. Caps must be an open shoulder design.
I. Recap casing must be 16 ply.
J. Recap tread depth must be a minimum of 20/32" on the cap.
K. Casings that do not pass will be returned to the City Service Center.
L. The Contractor shall have recaps repaired within two weeks from the time they
pick up casings.
M. The Contractor must be able to store completed recapped tires at their locations
until requested by the City.
N. The Contractor shall provide stock recaps at the same cost as the City's
recapped casings.
1.3 Work Site and Conditions
A. The Contractor shall pick up the casings at the City Service Center, located at
5352 Ayers St., 3-13, Corpus Christi, Texas.
B. The Contractor will be given a schedule for casing pickup. The Contractors shall
pick up the casings on their scheduled time only.
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C. The Contractor shall check in with the City employees at the Parts Counter to
inform them that Contractor is picking up the casings outside.
1.4 Contractor Quality Control and Superintendence
The Contractor shall establish and maintain a complete Quality Control Program that
is acceptable to the Contract Administrator to assure that the requirements of the
Contract are provided as specified. The Contractor will also provide supervision of
the work to insure it complies with the contract requirements.
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ATTACHMENT B: BID/PRICING SCHEDULE
CITY OF CORPUS CHRISTI
CONTRACTS AND PROCUREMENT DEPARTMENT
BID FORM
NP'PPoPpPPSE�
RFB No. 4482
Recap Tires for Fleet Maintenance
Date:
12/19/2022 PAGE 1 OF 1
The Goodyear Tire & Authorized
Bidder: Rubber Company Signature:
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 QTY Unit dce, totalPrice
1 RECAP TIRES - YEAR 1 EA 2,500* $ 175.00 $
Total $ 437,500.00
2 RECAP TIRES - YEAR 2 EA 2,500* $ 181 .50 $
Total $ 453,750.00
3 RECAP TIRES - YEAR 3 EA 2,500* $ 189.00 $
Total $ 472,500.00
Grand Total $ 1 ,363,750.00
* Notwithstanding the estimated annual quantities used for bid evaluation purposes, Contractor understands and agrees the
projected annual quantity being awarded is 60% of the estimated total number of tires annually (2,500),which percentage award
results in a quantity of up to 1,500 tires to be handled annually by the Contractor, in accordance with the original terms of the bid.
Therefore, the not-to-exceed total dollar amount for the three-year award is estimated to be $818,250.00 and has been calculated
based on the �estiimat �ualDercentage q U$t of tires (1,500) multiplied by the applicable unit bid price for each year of the
three year teroh cdntra .
Contractor'sitials (__-- - =city's initial
DocuSign Envelope ID:8C05FC19-FF08-4882-8CBC-AA1 CC51 DOE75
ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS
I. CONTRACTOR'S LIABILITY INSURANCE
1 . Contractor must not commence work under this agreement until all insurance
required has been obtained and such insurance has been approved by the City.
Contractor must not allow any subcontractor Agency to commence work until all
similar insurance required of any subcontractor Agency has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract Administer one (1)
copy of Certificates of Insurance (COI) with applicable policy endorsements
showing the following minimum coverage by an insurance company(s)
acceptable to the City's Risk Manager. The City must be listed as an additional
insured on the General liability and Auto Liability policies by endorsement, and a
waiver of subrogation is required on all applicable policies. Endorsements must be
provided with COI. Project name and or number must be listed in Description Box
of COI.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
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) $500,000 Combined Single Limit
1 . Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS' COMPENSATION Statutory
EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000
3. In the event of accidents of any kind related to this agreement, Contractor must
furnish the Risk Manager with copies of all reports of any accidents within 10 days
of the accident.
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I. ADDITIONAL REQUIREMENTS
1 . Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written
on a policy and endorsements approved by the Texas Department of Insurance.
The workers' compensation coverage provided must be in an amount sufficient to
assure that all workers' compensation obligations incurred by the Contractor will
be promptly met.
2. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis, by companies authorized and admitted
to do business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
3. Contractor shall be required to submit a copy of the replacement certificate of
insurance to City at the address provided below within 10 days of the requested
change. Contractor shall pay any costs incurred resulting from said changes. All
notices under this Article shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations,
completed operation and activities of, or on behalf of, the named insured
performed under contract with the City, with the exception of the workers'
compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
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• 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.
5. 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.
6. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and
within the time herein required, the City shall have the right to order Contractor to
remove the exhibit hereunder, and/or withhold any payment(s) if any, which
become due to Contractor hereunder until Contractor demonstrates compliance
with the requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons or
property resulting from Contractor's or its subcontractor's performance of the work
covered under this agreement.
8. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self insurance carried by the City of
Corpus Christi for liability arising out of operations under this agreement.
9. It is understood and agreed that the insurance required is in addition to and
separate from any other obligation contained in this agreement.
Bond Requirements:
No bonds required for this Agreement.
2021 Insurance Requirements
Ins. Req. Exhibit 4-B
Contracts for General Services - Services Performed
Onsite 05/10/2021 Risk Management - Legal Dept.
Revised 11.30.20
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ATTACHMENT D: WARRANTY REQUIREMENTS
The Contractor shall warrant materials and workmanship against defects arising from faulty
material, faulty workmanship without cost to the City.
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