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CM-2022-051 - 3/11/2022CITY OF ROUND ROCK AGREEMENT FOR CATHODIC TANK INSPECTIONS WITH CORRPRO COMPANIES, INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: THIS AGREEMENT (referred to herein as the "Agree t.1), is for cathodic tank inspe t' ns a related goods services, and is made on the' `day of the month of 2022, by and between the CITY OF ROUND ROCK, a Texas home -rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as "City"), and CORRPRO COMPANIES, INC., whose offices are located at 2195 Eastview Parkway, Suite 101, Conyers, Georgia 30013 (referred to herein as "Vendor"). This Agreement supersedes and replaces any previous agreements between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City has determined that there is a need for cathodic tank inspection services; and WHEREAS, City desires to contract for the provision of such goods and services, and City desires to purchase same from Vendor; and WHEREAS, Section 252.022(4) of the Texas Local Government Code states that expenditures for items available for only one source are exempt from competitive bidding requirements; and WHEREAS, Vendor is the sole source provider of the goods and services being purchased pursuant to this Agreement; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 4887-2075-982 !; ss2 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement includes any exhibits, addenda, andior amendments thereto. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified supplies, materials, commodities, or equipment. F. Services mean work performed to meet a demand or effort by Vendor to comply with promised delivery dates, specifications, and technical assistance specified. G. Vendor means Con -pro Companies, Inc., or any of its corporate structures, successors or assigns. 2.01 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated as provided herein. B. The term of this Agreement shall be through September 30, 2026. C. City reserves the right to review the relationship at any time, and may elect to terminate with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS The goods and services which are the subject matter of this Agreement are described in Exhibit "A," together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. e 4.01 ITEMS AND COSTS A. The goods and services subject to this Agreement are listed in Exhibit "A." B. Vendor specifically acknowledges and agrees that City is not obligated to use or purchase any estimated annual quantity of goods. Only if, as, and when needed by City, the costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor. C. The City shall be authorized to pay the Vendor an amount not -to -exceed Twenty - Nine Thousand and No/100 Dollars ($29,250.00) for the term of this Agreement. 5.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received; and D. Delivery dates. 6.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may affect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 7.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City if: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor, or supplier about goods delivered or the service performed that causes the payment to be late; or B. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or C. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or D. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 8.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without incurring any liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 9.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 10.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain same from another source or supplier(s). 11.01 INSURANCE Vendor shall meet all requirements as set forth at httn:'r�wwwnro_ undrocktexas.govlwP- contentlupload s120141121corr insurance 07.20112.ndf 12.01 CITY'S REPRESENTATIVE City hereby designates the following representative(s) authorized to act in its behalf with regards to this Agreement: Mark Hurd Supervisor Utility System Me 3400 Sunrise Road Round Rock, TX 78665 512-341-3455 mhurdfcdroundrocktexas.&ov 4 13.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 14.01 DEFAULT If Vendor abandons or defaults hereunder and is a cause of City purchasing the specified services elsewhere, Vendor agrees that it will not be considered in the re -advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to make any payment in full when due; B. Fails to fully, timely and faithfully perform any of its material obligations hereunder; C. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 15.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, in the event of material and substantial breach by City, or by written mutual agreement to terminate. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after notice of termination, Vendor shall submit a statement detailing the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 5 16.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 17.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all federal and state laws, City's Charter and Ordinances, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. 18.01 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 19.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: A. When delivered personally to recipient's address as stated in this Agreement; or B. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Corrpro Companies, Inc. 2195 Eastview Parkway, Suite 101 Conyers, GA 30013 Notice to City: City Manager Stephan L. Sheets, City Attorney 221 Cast Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 20.01 APPLICABLE LAW AND ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 21.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between City and Vendor. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 22.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 23.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any such void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions hereof shall not prevent this entire Agreement from being void should a provision that is of the essence of this Agreement be determined to be void. 24.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] 4897-2075-9821 fss2 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas By: Printed Name: Title: Date Signed: For City, Attest: B- Meag"Spint r CI For C4L.S ed as to Form: By: Step, City Attorney 4887-2075-982Iiss2 Cori -pro Companies, I e. By: Printed Name: S �F Title: Date Signed: . ZZ Exhibit "A" FFA ANNUAL SERVICE AGREr=MENT M A E G I 0 N' Corrpro• WATER STORAGE TANK I CLARIFIER Customer: 2345678 Stronger, Safer. Infrastructure.- CATHODIC PROTECTION SYSTEM(S) Contract: 82978 ROUND ROCK, CITY OF UTILITIES & ENVIRONMENTAL SERVICES 221 EAST MAIN STREET ROUND ROCK TX 78664 UNITED STATES ATTN: MARK HURD 1055 West Smith Road Medina, OH 44256 Phone: 330.725.6681 Fax: 330.723.6065 contractcenter@corrpro.com Structure Capacity DesignationlLocation System No. Ilan Amount Elevated Tank 1.250,000 CHISHOLM VALLEY TANK 55283 C 4.87500 Elevated Tank 1.250,000 HIGH COUNTRY TANK 55284 C 4,875.00 Elevated Tank 1,250,000 ROUTE 81 TANK 55650 C 4,875.00 Composite Elevated 2,700,000 "BARTON HILL" 55886 C 4,875.00 Composite Elevated 2.000,000 'RM 1431' 56436 C 4,875-00 Composite Elevated 1,250,000 1.25MMG CET 56774 C 4.875.00 For contract period 10/1/2021 through 9/30/2026 Total Lump Sum $29,250.00 Price relects multiple tank discount. All service plans Include one site visit per contract term to include 1 through 5. additional plan services as noted below. 1. Tank -to -water potential profile within tank to monitor and verify effectiveness of system on submerged surface of tank. 2. Electrical Measurements to test anode and reference cells. 3. Inspect, test. and clean rectifier, controls, meters, contacts, wiring and connections. Replace fuses as required. 4. Ad)ust system for optimum corrosion control on submerged metal surface of tank. 5. Submit report with all data obtained, evaluation of data, and recommendations for continued performance. Plan "A" Service: Includes one annual inspection as indicated including repair and/or replacement of anodes and rectifiers as required. Plan "B" Service: Includes one annual inspection as indicated including repair and/or replacement of anodes as required. Plan "C" Service.' Includes only services listed in items 1 thru 5 above. Plan "AA" Service: Includes two inspections annually as indicated including spring installation and tall removal of anodes as well as repair andlor replacement of anodes and rectifiers as required. Plan "BB" Service: Includes two inspections annually as indicated including spring installation and fall removal of anodes as well as repair andlor replacement as required. Plan "CC„ Service: Includes two inspections annually as indicated including spring installation and fall removal of anodes. Payment is due at the start of the contract period. Additional repairs or replacements of system components would be subject to the subscriber's approval. This agreement does not effect in any way the original warranl)r on the system(,) described above. Corrpro agrees to maintain General Liability Insurance and Workmen's Compensation Insurance during the annual service period. Client and Corrpro agree that neither party shall be responsible to the other party for incidental, consequential, indirect, punitive, or exemplary damages with respect to any claims, disputes, or other matters in question arising out of or relating to this Agreement or its termination, and Client and Corrpro herby waive such damage. Corrpro's total liability to Client shall not exceed the amount of compensation actually paid for the services, products, or materials giving rise to the claim. Client and Corrpro waive all rights against each other and any of their subcontractors, agents and employees for all loss or damage to property or its loss of use. Please Include Job Site Contact Person: Phone Number: CORRPRO COMPANIES, INC. SUBSCRIBER'S ACCEPTANCE kma VL*ur � Sign ature: ature: Whitlow -Long, Raychell Y Date: 11/3/2021 Printed Name 1 Title: Date: Subscriber to mail one signed copy to CORRPRO at the above address. ACORN- CERTIFICATE 4F LIABILITY INSURANCE 71112022 DATE (MMIDD/YYYY) 2/22/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. It SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement($). PRODUCER Lockton Companies Three City Place Drive, Suite 900 St. Louis MO 63141-7081 (314)432-0500 ACT NAME: PHONE FAR No EMAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC ay INSURER A: XL Insurance America, Inc. 24554 INSURED Corrpro Companies, Inc. 1316577 2195 Eastview Parkway, Suite ID1 INSURER B : ACE American Insurance_Company 22667 INSURER c: Indemnity Insurance Co of North America 43575 INSURER D : Starr Indemnity & Liability Company-38318 Conyers GA 30013 INSURER E; Indian Harbor Insurance Company 36940 INSURER F : COVERAGES CORC002 CERTIFICATE NUMBER: I R3023RO REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN iS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I LTR TYPE OF INSURANCE ROD! UBA POLICY NUMBER MMILDIOPOCYIYEFF POLICY EXP MMIDDIYYYY LIMITS A A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR Y Y CGD300064906 XCU 1 BROAD FORM PD 7112021 7;'12022 EACH OCCURRENCE $ 2,000,000 PREMISES(Ea occurrenc $ 1,000,000 MED EXP (Anyone person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY FX JECT LOC OTHER: GENERAL AGGREGATE s 4,000,000 PRODUCTS-COMPIOP AGG $ 4,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIJTOSONLYAO HIRED NON-O•OWNED AUTOS ONLY AUTOS ONLY Y Y ISA H2554867A Wl2021 7.1/2022 COMBINED tSINGLE LIMIT $ 5 000 000 BODILY INJURY (Per person) $ XXXXxXX I BODILY INJURY (Per accident) $ XXXXXXX PROPERTY DAMAGE Per accident XXXXXXX s XXXXXXX D UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS -MADE Y Y 1000095154211 7/1/2021 7/1/2022 EACH OCCURRENCE $ 10,000.000 �( AGGREGATE $ I0 000 000 DED I I RETENTION$ $ XXXXXXX B C C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE YIN OFFICERIMEMBER EXCLUDED? r-N] (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA Y WLRC67822389 CA/MA) WLRC67822341 (AO$ (EXCLUDING MONOPOLISTIC 7/1/2021 7/1/202[ 7/1/2022 7/1/2022 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1 00()000 E E E Con tr Prof. Liab Con tr Poll. Liab Y Y CE0742002409 CPL742035808 (PROF -CLAIMS MADE) 7l1/2021 W0021 7112022 7112022 Per Policy: $10,000,000 per claini/Agg. $500,000 SIR each loss DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached It more space is required) Re: Five Year Cathodic Protection Tank Inspections. See page 2. l01-N:1112191-1121iLai „=1ii 18302380 City of Round Rock Attn: Assistant City Manager 221 East Main Street Round Rock TX 78664-5299 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTA All rirlhts raserveri ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD City of Round Rock RDUNO ROCK TEXAS Agenda Item Summary Agenda Number: Title: Consider executing an Agreement with Corrpro Companies, Inc. for cathodic tank inspections. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 3/11/2022 Dept Director: Michael Thane, Utilities & Environmental Services Director Cost: $29,250.00 Indexes: Utility Fund Attachments: AGMT Corrpro Department: Utilities & Environmental Services Text of Legislative File CM-2022-051 Cathodic protection is a popular method used to prevent the corrosion of pipelines. Corrpro Waterworks has provided the design, material, installation and maintenance services for the Cathodic protection systems on the City's water storage tanks. Because Corrpro Waterworks manufactures many of the major components associated with these Cathodic protection systems, they are the sole source provider for any replacement components that may be required. Corrpro has performed the inspections annually, so a contract makes for a more efficient purchasing process. This will be a five-year contract with a not -to -exceed amount of $29, 250. Cost: $29,250 Source of Funds: Utility Fund City of Round Rock Page 1 of 1