R-04-03-11-11E2 - 3/11/2004RESOLUTION NO. R -04-03-11-11E2
WHEREAS, the City of Round Rock has duly advertised for bids for
the purchase of water treatment chemicals, and
WHEREAS, the City Council wishes to accept the bids of the
suppliers for the water treatment chemicals which are the lowest
responsible bids as to specific types of chemicals, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Purchase of Chlorine (1 ton
cylinders) with Altivia Corporation, a copy of said Agreement being
attached hereto as Exhibit "A" and incorporated herein, and
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Purchase of Chlorine (150 lb.
cylinders) with DPC Industries, Inc., a copy of said Agreement being
attached hereto as Exhibit "B" and incorporated herein, and
'That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Purchase of Liquid Aluminum Sulfate
with. Bay Chemical and Supply Company,'a copy of said Agreement being
_'attached hereto as Exhibit "CI' and incorporated herein, and
That the Mayor is hereby authorized and directed to execute on
behalf of. the City an Agreement for Purchase of Hydrofluosilicic Acid
23% with PENNCO, Inc., a copy of said Agreement being attached hereto
as Exhibit "D" and incorporated herein, and
That the Mayer is hereby authorized and directed to execute on
behalf of the City an Agreement for Purchase of Liquid Cationic Polymer
with Bay Chemical and Supply Company, a copy of said Agreement being
attached hereto as Exhibit "E" and incorporated herein, and
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. That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Purchase of Belt Press Polymer with
Fort Bend Services, Inc, a copy of said Agreement being attached hereto
as Exhibit "F" and incorporated herein, and
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Agreement for Purchase of Anhydrous Ammonia with
LaRoche Industries, Inc., a copy of said Agreement being attached
hereto as Exhibit "G" and incorporated herein.
The City Council hereby finds and declares that written notice of
she date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this llth day of March, 2004.
W • L, May
Cit• of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secret
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CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
CHLORINE (ton cylinders) FROM
ALTIVIA Corporation
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of CHLORINE (ton cylinders), (referred to herein as
the "Agreement") is made and entered into on this the 11th day of the month of March, 2004, by
and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices
are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"),
and ALTIVIA Corporation, whose offices are located at 1100 Louisiana, Suite 3160, Houston,
Texas 77002 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase CHLORINE (ton cylinders) from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
1
EXHIBIT
b
.0
a ',An
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means ALTIVIA Corporation, or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
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04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
CHLORINE (ton cylinders).
5.01 COSTS
$409.00 per ton.
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the perfoiinance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
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later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
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13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance u nder t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
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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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected o fficials h armless from a nd a gainst all s uits, a ctions,
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 V endor's a gents, e mployees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
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20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
ALTIVIA Corporation
1100 Louisiana, Suite 3160
Houston, Texas 77002
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
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any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
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Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor
Date Signed:
B y: -,� , /
Title: V P ci,tor V3Ifr tc
Date Signed: = -ct-. y zoo
9
Christine R. Martinez, City Secretary
Date Signed:
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- Or -
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW 810 OPENING DATE &
81D NUMBER IN LOWER LEFT
HANG CORNER OF SEALED B10
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
9h10264 I
—
AutI rizedSignature J Date
fest aft Maw,
Print Name
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAXIDNO.: rj%- CYalei53g,
1501 ott
LEGAL BUSINESS NAME: pi �Tivnat
ADDRESS: I% OO �.Ol.t t5t 191.411 5A -e- 31100
ADDRESS: i46 T 5 190On �l
CONTACT_ O J t
TELEPHONE NO.: r((� —g 000
BUSINESS ENTITY TYPE: C-orporA4-t0t-i
Bidder agrees to comply with all conditions set forth below and on the reverse side of this IFB.
CLASS & ITEM „
885-44 DESCRIPTION QTY UNIT
PRICE EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
No guarantee of any minimum or maximum pu[chase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or Tess than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All items listed below are In accordance with Specification No. 04-885-44, dated 1/2004.
ITEM 8
1
CHLORINE (TON CYLINDERS)
110 TONS
" EST. ANNUAL USE
2
3
4
CHLORINE (150 Ib. CYLINDERS)
LIQUID ALUMINUM SULFATE
HYDROFLUOSILICIC ACID 23%
5 TONS
• EST. ANNUAL USE
525 TONS
" EST. ANNUAL USE
11,000 GALLONS
" EST. ANNUAL USE
KM/ro
PER TON
.P15.00hii
PER CYL.
5
6
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
BELT PRESS POLYMER (55 GAL. DRUMS)
7,425 GALLONS
• EST. ANNUAL USE
965 GALLONS
• EST. ANNUAL USE
PER TON
1\1 (2061(1
PER GALLON
EIST. ANNUAL
CIC1b, 00
gcoo.W
EST. ANNUAL
uI _.IIS fal
P : GALLON
2
PER G
ON.
7
ANHYDROUS AMMONIA
40,000 LB.
• EST. ANNUAL USE PER LB. * EST. ANNUAL
"By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
EST. ANNUAL
* EST. ANNUAL
INQO
1 3 la/0.23
• T. ANNUAL
Nn BA
i
crock... lei
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid prices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if earned.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Governmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid. bidder will be required to fumish brand names, numbers, etc, as specified in the IFB.
2.2 Alt items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be fumished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list. (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. Alt contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann: Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a pubic servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws. nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation In the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result In disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
CHLORINE (1501b. cylinders) FROM
DPC Industries, Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of CHLORINE (150 lb. Cylinders), (referred to herein
as the "Agreement") is made and entered into on this the llth day of the month of March, 2004,
by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices
are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"),
and DPC Industries, Inc., whose offices are located 601 W. Industrial B lvd., Cleburne, Texas
76031 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase CHLORINE (150 Ib. cylinders) from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
1
EXHIBIT
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means DPC Industries, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
CHLORINE (150 ib. cylinders).
5.01 COSTS
$57.00 per cylinder.
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1 %) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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 perfonn any of its material obligations
under this Agreement;
C. Fails to provide adequate assurance o f p erformance a nder the "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees a nd elected o fficials h armless from a nd a gainst a 11 s uits, a ctions,
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 V endor's a gents, e mployees o r s ubcontractors, i n the p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal a nd s tate 1 aws, t he C harter a nd 0 rdinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
DPC Industries, Inc.
601 W. Industrial Blvd.
Cleburne, Texas 76031
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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 terns 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.
8
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 w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
By: 1117 0 PC IAJvS+rh€S
Title: Re ronNl Skle5 Mc4.1`6( e -r
Date Si ed: ")./2.--1/o9
9
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BIO OPENING DATE &
BID NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
EXHIBIT
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Fi+ure to sign bid will disqualify bid
2/3/2004
Authorized Signature
Collins King
Date
Print Name
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAXIONO.: 75-1481408
LEGAL BUSINESS NAME: DPC Industries, Inc.
ADDRESS: 601 W. Industrial Blvd.
ADDRESS: Cleburne, Texas 76031
CONTACT: _Collins King
TELEPHONE NO.: 817-641-4712
BUSINESS ENTITY TYPE: Corporation
Bidder agrees to comply with all conditions set forth below and on the reverse side of this IFB.
ITEM 0 I CLASS & ITEM I
885-44
UNIT
PRICE
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All Items listed below are in accordance with Specification No. 04-885-44, dated 112004.
DESCRIPTION
QTY
EXTENSION
1
CHLORINE (TON CYLINDERS)
110 TONS
` EST. ANNUAL USE
$478.00
PER TON
$52,580
2
CHLORINE (150 Ib. CYLINDERS)
3
LIQUID ALUMINUM SULFATE
5 TONS
EST. ANNUAL USE
525 TONS
* EST. ANNUAL USE
$57.00
PER CYL.
EST. ANNUAL
$3,800
$228.00
PER TON
EST. ANNUAL
$119,700
4
HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
* EST. ANNUAL USE
$1.20
PER GALLON
EST. ANNUAL
$13,200
5
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
7,425 GALLONS
• EST. ANNUAL USE
No Bid
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
EST. ANNUAL USE
PER GALLON
No Bid
PER GALLON.
* EST. ANNUAL
7
ANHYDROUS AMMONIA
"By the slna t h
40,000 LB.
• EST. ANNUAL USE
$0.35
EST. ANNUAL
` EST. ANNUAL
$14,000
PER LB.
gure ereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bld made to any competitor or any other person engaged in such line of business."
'EST. ANNUAL
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination. freight, prepaid, & allowed unless otherwise specified on the IFB, If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Governmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to fumish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be fumished free of expense to the City. if not destroyed in examination, they will be returned to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
24 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or Tong delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid Gat (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's
risk and expense. latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation In the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terns and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its fomnal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Liquid Aluminum Sulfate FROM
Bay Chemical and Supply Company.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Liquid Aluminum Sulfate, (referred to herein as the
"Agreement") is made and entered into on this the 1 lth day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
Bay Chemical and Supply Company, whose offices are located at P.O. Box 1160, Odem, Texas
78370 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Liquid Aluminum Sulfate from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
1
EXHIBIT
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means Bay Chemical and Supply Company, or any of its successors or
assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
2
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Liquid Aluminum Sulfate
5.01 COSTS
$ 144.00 per ton
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
3
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty 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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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 perfoim any of its material obligations
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance under t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless 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 a gents, employees o r subcontractors, i n the p erformance o f V endor'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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter and Ordinances of the City of. Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
Bay Chemical and Supply Company
5302 CR 2047
Odem, Texas 78370
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City a nd Vendor have e xecuted this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
BAY CHEMICAL AND SUPPLY COMPANY
By: �.��,�
Title: General Mgr
Date Signed: 2/24/04
9
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATIOR
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
-or-
501 North Mays
Round Rock, Texas 78664
Bidder a rees to comply with all conditions
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW 810 OPENING DATE &
BIO NUMBER IN LOWER LEFT
HAND CORNER OF SEALED 810
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
EXHIBIT
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
81D LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
cAL,//3.a/O4/
Autho zeture
Virginia Linn
Date
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.:
74-1892673
LEGAL BUSINESS NAME:
Bay Chemical cal and Supply Company
ADDRESS:
P. 0. Box 1160
ADDRESS:
Odem, TX 78370
CONTACT:
Virginia Linn
TELEPHONE NO.:
361/368-2200, ext. 21
BUSINESS ENTITY TYPE:
Texas Corporation
ITEM # CLASS &ITEM
885-44
DESCRIPTION
QTY
UNIT
PRICE
EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed In the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All items listed below are In accordance with Specification No. 04-885-44, dated 1/2004.
1 CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
PER TON
2 CHLORINE (150 Ib. CYLINDERS)
5 TONS
` EST. ANNUAL USE
* EST. ANNUAL
PER CYL.
3 LIQUID ALUMINUM SULFATE
inimum Order: 4400 gals (truckload)
525 TONS
. EST. ANNUAL USE
$144.00
EST. ANNUAL
PER TON
4 HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
• EST. ANNUAL USE
• EST. ANNUAL
PER GALLON
5 LIQUID CATIONIC POLYMER (55 GAL. DRUMS) Bayfloc 915
Bayfloc 915
inimum Order: 12 drums
7,425 GALLONS
* EST. ANNUAL USE
$2.62
$3.36
EST. ANNUAL
PER GALLON
6 BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
. EST. ANNUAL USE
EST. ANNUAL
PER GALLON.
7 ANHYDROUS AMMONIA
40,000 LB.
• EST. ANNUAL USE
• EST. ANNUAL
"By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidderr,, or anyone acting for suchANNUAL
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and property identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from list" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if earned.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Government Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to fumish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first Bass condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFS.
3. TIE BIOS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELNERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver lime obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list. (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: Alt goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. H the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be returned to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the teens, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by th2 bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commerbial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any temps and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; In particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid foram may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Hydrofluosilicic Acid 23% FROM
PENNCO Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
§ KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Hydrofluosilicic Acid 23%, (referred to herein as the
"Agreement") is made and entered into on this the l l th day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
PENNCO, Inc., whose offices are located at 831 Bartlett, Sealy, Texas 77474 (referred to herein
as the "Vendor"). This Agreement supersedes and replaces any previous agreement between the
named parties, whether oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Hydrofluosilicic Acid 23% from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
1
EXHIBIT
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means PENNCO, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
2
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Hydrofluosilicic Acid 23% (55 gallon drums)
5.01 COSTS
$ 0.952 per gallon
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the perfoiniance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
3
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate assurance o f p erformance under t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected o fficials h armless from a nd a gainst a 11 s uits, a ctions,
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 a gents, employees o r subcontractors, i n the performance o f V endor'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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal a nd s tate 1 aws, t he C harter a nd 0 rdinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
PENNCO, Inc.
831 Bartlett
Sealy, Texas 77474
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
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 w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
By: s%� ���✓
Title: R.L. HORNE, PRESIDENT
Date Signed: FEB. 26, 2004
9
•
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW 81D OPENING DATE &
810 NUMBER IN LOWER LEFT
HAND CORNER OF SEALED 81D
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bld
Auth
rized Signature
R.L. HORNE, PRESIDENT
Date
Print N
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.:
74-2333384
LEGAL BUSINESS NAME:
PENCCO , INC .
ADDRESS:
P.O. BOX 1536
ADDRESS:
CONTACT:
: :....:::..:..:.; �.:;: -•::,•
EXTENSION
MONICA AVILA
TELEPHONE NO.:
(979)885-0005
BUSINESS ENTITY TYPE:
CORPORATION
Bidder agrees to comol�r with all conditions set forth bel
ebre y
::>: ••:::•;
ITEM #
CLASS & ITEM
88544
DESCRIPTION
QTY
UNIT
PRICE
: :....:::..:..:.; �.:;: -•::,•
EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidders goods or services; The
extent to which the goods or services meet the City's needs; Bidders past relationship with the City; any relevant criteria specifically Ilsted in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All Items listed below are In accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
NO B ID
NO BID
• EST. ANNUAL USE
PER TON
• EST. ANNUAL
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS NO BID
NO BID
• EST. ANNUAL USE PER CYL.
' EST. ANNUAL
3
LIQUID ALUMINUM SULFATE
525 TONS NO BID
NO BID
• EST. ANNUAL USE PER TON
• EST. ANNUAL
4
HYDROFLUOSILICICACID 23%
11,000 GALLONS 1$0. 952/gal.
$10,4 7 2 .00
• EST. ANNUAL USE PER GALLON
• EST. ANNUAL
5
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
7,425 GALLONS NO BID
NO BID
• EST. ANNUAL USE PER GALLON
• EST. ANNUAL
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS NO BID
NO BID
• EST. ANNUAL USE PER GALLON.
' EST. ANNUAL
7
ANHYDROUS AMMONIA
40,000 LB. NO BID
NO BID
"By the signature
hereon affixed the kb-Mewh ................-•
• EST. ANNUAL USE PER LB.
• EST. ANNUAL
nedher the bidder nor the enuty represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed In a separate envelope completely and properly identified. See Instructions on reverse side. Bids must be
In the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be returned to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of error in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hail b e firm f or a cceptance 30 d ays f rom b Id opening d ate. "Discount from List" bids are nof acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if earned.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show Utile and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be one (1) of the following:
individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Governmental,. Non-profit. all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal! name
of entity and Tax Identification Number (lin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid clan be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued Ue bids Could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid imitation allows sufficient time for receipt of the preferred mall response. The City shall not be responsible for bids received late, illegible. incomplete, or
othenMse non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive). and is used to Indicate type and quality desired. Bids on brands of lice
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Government Code. If other than brand(s) spec,fied is
offered. Illustrations and complete descriptions of product offered are requested lo be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid. bidder will be required to furnish brand names, numbers, etc, as specified in the IFB.
2.2 Al items bid shall be new, in first dass condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements lo the
contrary MN not be recognized.
2.3 Samples, when requested, must be furnished free of expense to the City. N not destroyed in examination, they will be returned to the bidder, on request, at bidder
Each example should be marked with bidders' name and address,exihense.
2.4 The City MU not be bound by any oral statement or rebid number and code. Do not encloseofisF . attach to bid.
2.5 Manrpers standard warrantyshacontrary to the written specifications of this IFB.
apply unless ottherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery In fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid Contractor must keep Ude City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any. In cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise
specified in the IFB;
5. INSPECTION AND TESTS: Al goods will be subject lo Inspection and test by the City to the silent practicable at all times and places. Authorized City personnel shall have
access to any suppliers place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples takena from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be borne by the supplier. Goods which have been delivered and rejected in whale or in part may, at the Citys option. be returned to the Vendor or held for disposNfon at Vendors
risk and expense. Latent defects may result in revocation of acceptance.
5. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms. Gond ions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed. and Interpreted funder
the Charter of the City and the laws of State of Texas. AN contracts are subject to the approval of the City Coundl.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
B. PATENTS AND COPYRIGHTS: The contractor agrees to protect the qty from daims involving Infringements of patents or copyrights.
D. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all daims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1987).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid fists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, spedal discount. tip, favor,
or service to a public servant In connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the Hun, corporation, partnership. or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State corxHed ht Section 15.01 et Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly a indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for paNdpatton in the preparation of the spedficafion for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder spedlcally references them on the front of this bid form. WARNINGi Such
temps and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment limitations on remedies, eta) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be hcjuded.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid Invitations must give bid number, codes, and opening date.
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Liquid Cationic Polymer FROM
Bay Chemical and Supply Company.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
§
§
§
§
§
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Liquid Cationic Polymer, (referred to herein as the
"Agreement") is made and entered into on this the 11th day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
Bay Chemical and Supply Company, whose offices are located at P.O. Box 1160, Odem, Texas
78370 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Liquid Cationic Polymer from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
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EXHIBIT
•
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means Bay Chemical and Supply Company, or any of its successors or
assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
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City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Liquid Cationic Polymer (55 gallon drums)
5.01 COSTS
$ 2.62 per gallon — Bayfloc 914
$ 3.36 per gallon — Bayfloc 915
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
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which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
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13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance under t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
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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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless from and against a 11 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 V endor's a gents, e mployees o r s ubcontractors, i n the p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
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20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
Bay Chemical and Supply Company
P.O. Box 1160
Odem, Texas 78370
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
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any such dispute or claim will be s ought to be r esolved w ith the h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
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Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hick, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City a nd Vendor have e xecuted this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor Christine R. Martinez, City Secretary
Date Signed: Date Signed:
BAY CHEMICAL AND SUPPLY COMPANY
By: ru b
Title: General Mgr
Date Signed: 2/24/04
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INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE 81D
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BIO F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING DATE &
BID NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
✓ �
Authonzed Signature
Virginia Linn
//34/041
Date
Print Name
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 74-1892673
LEGAL BUSINESS NAME: Bay Chemical and Supply Company
ADDRESS: P. 0. Box 1160
ADDRESS:
CONTACT: Virginia Linn
TELEPHONE NO.: 361/368-2200, ext. 21
Odem, TX 78370
BUSINESS ENTITY TYPE: Texas Corporation
Bidder agrees to comply with all conditions set forth below and on the reverse side of this IFB.
ITEM # Y CLASS 8 ITEM
885-44
DESCRIPTION
i
QTY
I UNIT
PRICE
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04485-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or Tess than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidders goods or services; The
extent to which the goods or services meet the City's needs; Bidders past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
Ali items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
EXTENSION
1 CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
PER TON
2 'CHLORINE (150 Ib. CYLINDERS)
5 TONS
• EST. ANNUAL USE
• EST. ANNUAL
PER CYL.
3 LIQUID ALUMINUM SULFATE
inimum Order: 4400 gals (truckload)
525 TONS
• EST. ANNUAL USE
$144.00
PER TON
EST. ANNUAL
4 'HYDROFLUOSILICIC ACID 23%
5 LIQUID CATIONIC POLYMER (55 GAL. DRUMS) Bayfl oc 914
Bayfloc 915
inimum Order: 12 drums
11,000 GALLONS
* EST. ANNUAL USE
• EST. ANNUAL
PER GALLON
7,425 GALLONS
• EST. ANNUAL USE
2.62
$3.36
• EST. ANNUAL
6 'BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
` EST. ANNUAL USE
7 ANHYDROUS AMMONIA
40,000 LB.
PER GALLON
PER GALLON.
• EST. ANNUAL USE PER LB. • EST. ANNUAL
"By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
• EST. ANNUAL
EST. ANNUAL
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids property identified will be returned to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise. show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable In response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 My catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid. bidder will be required to furnish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
23 Samples, when requested, must be fumished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids. the award will be made in accordance with Section 271.901 of the Texas Local Government Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list. (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendors
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commerbial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged 1n such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Belt Press Polymer FROM
Fort Bend Services, Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
§ KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Belt Press Polymer, (referred to herein as the
"Agreement") is made and entered into on this the 11th day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
Fort Bend Services, Inc., whose offices are located at 13303 Redfish Lane, Stafford, Texas
77497 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Belt Press Polymer from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
1
EXHIBIT
.I?
$ 11F ��
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means Fort Bend Services, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
tenninate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Belt Press Polymer (55 gallon drums) — Superfloc C1598 PG
5.01 COSTS
$ 8.936 per gallon
6.01 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.
7.01 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 effect such teimination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance u nder t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees a nd elected o fficials h armless from a nd a gainst a 11 s uits, a ctions,
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 a gents, employees o r subcontractors, i n the p erformance o f V endor'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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
Fort Bend Services, Inc.
13303 Redfish Lane
P.O. Box 1688
Stafford, Texas 77497
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
7
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 p ortion 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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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 perforin 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be c onsidered an original of this document; and a 11 of w hich, w hen t aken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have e xecuted this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor
Christine R. Martinez, City Secretary
Date Signed: Date Signed:
For -T ENn 5€ CESS 1,c4 C..
By: aAkd
Title: Sale MAOAGe2
Date Signed: --2'4 - O' f
9
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock, Texas 78664
Bidder a
g
rees to com
Ply
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING GATE &
81D NUMBER IN LOWER LEFT
HAND CORNER OF SEALED 810
ENVELOPE 6 SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
ci
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
David James
Print Name
SEE 1.7 ON BACK FOR INSTRUCTIONS:
Tax up No.: 74-2144642
LEGAL BUSINESS NAME: Fort Bend Services, Inc.
ADDRESS: 13303 Redfish Lane Stafford, Tx
ADDRESS: PO, Box 1688 Stafford, Tx �� ��
77497 "129/0
CONTACT:_ David James
TELEPHONE NO.: 281/261-5199
BUSINESS ENTITY TYPE: Water & Wastewater Treatment I
with all conditions set forth below and on the reverse side of this IFB.
ITEM it I CLASS & ITEM I
885-44
DESCRIPTION QTY
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed
provided both parties agree per specification No. 0485-44, dated 1/04.
UNIT
PRICE
EXTENSION
treating potable water supply located
twelve (12) months for each renewal
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or Tess than indicated.
Best Bid Evaluation: Atl bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
A8 items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
"No Bid"
PER TON
"No Bid"
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS
`EST. ANNUAL USE
"No Bid"
PER CYL.
EST. ANNUAL
"No Bid"
3
LIQUID ALUMINUM SULFATE
525 TONS
EST. ANNUAL USE
"No Bid"
PER TON
• EST. ANNUAL
"No Bid"
4
5
HYOROFLUOSILICIC ACID 23%
L§OIO CRATk7NIC POLYhi (95] GAL. DRUMS)
FBS 587C
11,000 GALLONS
• EST. ANNUAL USE
7,425 GALLONS
• EST. ANNUAL USE
"No Bid"
6
BELT PRESS POLYMER (55 GAL. DRUMS)
Superfloc C1598 PG
7
ANHYDROUS AMMONIA
"By the signature hereon ff
965 GALLONS
• EST. ANNUAL USE
40,000 LB.
• EST. ANNUAL USE
PER GALLON
$3.555
"P r' RAt§ N
$8,936
PER GALLON.
EST. ANNUAL
"No Bid"
• EST. ANNUAL
$26,395.88
$21ATUAt
90
$8,623.24
"No Bid"
PER LB.
a xed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
• EST. ANNUAL
"No Bid"
•EST. ANNUAL
- C591
- 587C
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be returned to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid prices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL.: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 My catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to fumish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be fumished free of expense to the City. If not destroyed in examination, they will be returned to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list. (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: AN goods wii be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supptief's place of business for the purpose
regular of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be returned to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such fimi, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terns and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bld number, codes, and opening date.
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Anhydrous Ammonia FROM
LaRoche Industries, Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Anhydrous Ammonia, (referred to herein as the
"Agreement") is made and entered into on this the 1 l th day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
LaRoche Industries, Inc., whose offices are located at 1100 Johnson Ferry Road NE, Suite 690,
Atlanta, Georgia 30342 (referred to herein as the "Vendor"). This Agreement supersedes and
replaces any previous agreement between the named parties, whether oral or written, and
whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Anhydrous Ammonia from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
1
EXHIBIT
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means LaRoche Industries, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
teen stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Anhydrous Ammonia
5.01 COSTS
$ 0.33 per Ib.
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate assurance o f p erformance u nder the "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of teimination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees a nd elected o fficials h armless from a nd a gainst a 11 s uits, a ctions,
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 a gents, employees o r subcontractors, i n the p erformance o f V endor'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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
LaRoche Industries, Inc.
1100 Johnson Ferry Road NE, Suite 690
Atlanta, Georgia 30342
Notice to City:
James Nuse, City Manager
221 East Main Street AND TO:
Round Rock, TX 78664
Nothing contained herein shall be construed
communications between representatives of City and Ve
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
to restrict the transmission of routine
ndor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to b e r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TEXAS ATTEST:
By:
Nyle Maxwell, Mayor
Date Signed:
By:
Title: ' V P SG des
Date Signed: 27 Z-7/oy
9
Christine R. Martinez, City Secretary
Date Signed:
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
8I0 F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
-Or-
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW 81D OPENING DATE &
BID NUMBER IN LOWER LEFT
HAND CORNER OF SEALED B10
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
/�
2/2/Cg
Authorized Sig ature Date
Print Nam
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 13 -339/1/ 7 Z
LEGAL BUSINESS NAME: L..a Reich(' .Tiidier7/„i'eS Tnc ,
ADDRESS: 1 100 IT oh nsve. It /y Z)44
NE
ADDRESS j4 t int to 9'D /,f`!, ,..7A Lrr9 ,74,..?yZ
CONTACT_ _ ���pl1 � n rs
TELEPHONE NO.: (4'i 4 //_ J —{)119 2
-i;
BUSINESS ENTITY TYPE:CrIi, C-4 7/ ei/%%S/, ffU /77.7a.7t<i4
Bidder agrees to comply with all conditions set forth below and on the reverse side of this IFB.
ITEM it I CLASS & ITEM I
885-44
I I
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed
provided both parties agree per specification No. 0488544, dated 1/04.
DESCRIPTION
QTY
UNIT
PRICE
EXTENSION
treating potable water supply located
twelve (12) months for each renewal
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bldder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
PER TON
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS
* EST. ANNUAL USE
EST. ANNUAL
PER CYL.
3
LIQUID ALUMINUM SULFATE
525 TONS
EST. ANNUAL USE
• EST. ANNUAL
PER TON
4
HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
• EST. ANNUAL USE
* EST. ANNUAL
PER GALLON
5
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
7,425 GALLONS
EST. ANNUAL USE
EST. ANNUAL
PER GALLON
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
* EST. ANNUAL USE
EST. ANNUAL
PER GALLON.
7
ANHYDROUS AMMONIA
40,000 LB.
• EST. ANNUAL USE
f1033/0.
PER LB.
• EST. ANNUAL
113,Zoo oa
• EST. ANNUAL
"By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid prices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if earned.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided In the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Governmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to fumish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition. including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid. expense.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIOS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list. (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal woridng hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IB.
5. INSPECTION ANO TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any suppliefs place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. 1f the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor counicated directly or indirectlythe bid made to any competitor, or any other person engaged in such fine of business. mm
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. terms and conditions may result in NOTE TO BIDDERS: Any terns and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
. bids
City of Round Rock can only accept bidsiwhich contain fication of the all thd e terms a d conditions the laws f of its tformal IFB; in particular, all bidde other than Texas requirements ers affirmations and mcertificatonitations on ust remedies, etc.)
ludThe
ed
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
DATE: March 5, 2004
SUBJECT: City Council Meeting - March 11, 2004
ITEM: 11.E.2. Consider a resolution authorizing the Mayor to execute
agreements with Altivia, DPC Industries, Inc., Bay Chemical
and Supply Company, Pennco, Inc., Fort Bend Services, Inc.
and LaRoche Industries, Inc. for the purchase of water
treatment chemicals.
Department: Water/Wastewater Utility Department
Staff Person: Tom Clark, Director of Utilities
Justification: Secure competitive pricing on chemical purchases used in the
treatment of ground and surface water.
Funding:
Cost: $201,087
Source of funds: Utility Operating Fund
Outside Resources: N/A
Background Information: On February 3, 2004, the bid for Water Treatment
Chemicals was opened. Eleven out of the thirty-two
vendors solicited responded. The vendors
recommended for award are as follows:
Item #1 - CHLORINE (1 ton cylinders) Altivia - $409.00 per ton
Item #2 - CHLORINE (150 Ib. cylinders) DPC Industries, Inc. - $57.00 per cylinder
Item #3 - LIQUID ALUMINUM SULFATE Bay Chemical and Supply - $144.00 per ton
Item #4 - HYDROFLUOSILICIC ACID 23% PENNCO, INC. - $.0952 per gallon
Item #5 - LIQUID CATIONIC POLYMER Bay Chemical and Supply - $2.62 per gallon
and $3.36 per gallon
Item #6 - BELT PRESS POLYMER Fort Bend Services - $8.936 per gallon
Item #7 - ANHYDROUS AMMONIA LaRoche Industries - $.33 per Ib.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
CHLORINE (ton cylinders) FROM
ALTIVIA Corporation
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of CHLORINE (ton cylinders), (referred to herein as
the "Agreement") is made and entered into on this the l l th day of the month of March, 2004, by
and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices
are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"),
and ALTIVIA Corporation, whose offices are located at 1100 Louisiana, Suite 3160, Houston,
Texas 77002 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase CHLORINE (ton cylinders) from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
R -051-03-11-1/F 2
1
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means ALTIVIA Corporation, or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
tenninate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
CHLORINE (ton cylinders).
5.01 COSTS
$409.00 per ton.
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty 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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance u nder t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h annless from and against a 11 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 V endor's a gents, e mployees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter a nd O rdinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
ALTIVIA Corporation
1100 Louisiana, Suite 3160
Houston, Texas 77002
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
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 w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND RO XAS
By:
Zii1L
ir
. axwe"•
•
Date Signed:
By: ` t
Title: V , P -
Date Signed:
0 -,fur p3l�t :c
9
Christine R. Martinez, City Secretary
Date Signed: 3--,(2,2-0//
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock. Texas 78664
Bidder agrees to comply with all
ITEM is I CLASS & ITEM I
885-44
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING DATE &
BID NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
Aut
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
rized Signature Date
)-1-fiorig64
3e�i a t
Print Name
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 7(0--oa$6a
LEGAL BUSINESS NAME: A ►-TZt(-t
ADDRESS: 1% CO Lot..0 i t3 -1� 5.k -e. 311d)
ADDRESS: o
CONTACT_
TELEPHONE NO.: 1 i 7 - 1CJ1g a CeQ
BUSINESS ENTITY TYPE: c_.01- ?or 014
conditions set forth below and on the reverse side of this IFB.
DESCRIPTION
QTY
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed
provided both parties agree per specification No. 04485-44, dated 1/04.
UNIT
PRICE
EXTENSION
treating potable water supply located
twelve (12) months for each renewal
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
2
3
4
5
6
7
CHLORINE (TON CYLINDERS)
CHLORINE (150 Ib. CYLINDERS)
LIQUID ALUMINUM SULFATE
HYDROFLUOSILICIC ACID 23%
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
BELT PRESS POLYMER (55 GAL. DRUMS)
ANHYDROUS AMMONIA
110 TONS
'EST. ANNUAL USE
5 TONS
• EST. ANNUAL USE
525 TONS
• EST. ANNUAL USE
11,000 GALLONS
• EST. ANNUAL USE
7,425 GALLONS
• EST. ANNUAL USE
965 GALLONS
• EST. ANNUAL USE
40,000 LB.
oq.ogIrd
PER TON
jr15.00 I
PER CYL.
t,*,d
PER TON
14o3;d
PER GALLON
Oa.. lip/
PER GALLON
. i �Nu co
j1cco.w
.1a rot,,
• EST. ANNUAL
• EST. ANNUAL
EST. ANNUAL
Aga q31. leo
• —T. ANNUAL
Wict
al 3'14, 23
• T. ANNUAL
" EST. ANNUAL USE PER LB. • EST. t�
ANNUAL
"By the signature hereon affixed. the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. if otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid prices s hall b e firm for a oceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if earned.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firth name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation. Governmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate
type nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Government nCode. If othality er than ired. Bbrands sids on pecified
fi d is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications pef red e
data in bid, bidder will be required to fumish brand names, numbers, etc, as specified in the IFB. p pecificetions or reference
2.2 Alt items bld shall be new, in first Bass condition. including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be fumished free of expense to the City. If not destroyed
Each example should be marked with bidders' name and address, in examind code. Do ation, enc theyose n orill be rich to bi to the bidder, on request at bidder expense.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications off this IFB. attach to bid.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
dern ery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples
regular shipments. If the products tested fail to meet or exceed a0 conditions and requirements of the specifications,she same used
d nd he c samples ost of the eating from
be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed towthe Vendor r held for disposition at Vendsha
orsrisk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terns, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. AA contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1987).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that:
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant In connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor. or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any temis and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc) The
City of Round Rock can only accept bids which contain all the terns and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may resuit in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
CHLORINE (150 lb. cylinders) FROM
DPC Industries, Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of CHLORINE (150 lb. Cylinders), (referred to herein
as the "Agreement") is made and entered into on this the 11th day of the month of March, 2004,
by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices
are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"),
and DPC Industries, Inc., whose offices are located 601 W. Industrial B lvd., Cleburne, Texas
76031 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase CHLORINE (150 Ib. cylinders) from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
R-044 4)3-11-1 le
1
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means DPC Industries, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
CHLORINE (1501b. cylinders).
5.01 COSTS
$57.00 per cylinder.
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services perfonned which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate assurance o f p erformance a nder the "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of tennination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless from and against a 11 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 V endor's a gents, e mployees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the C harter a nd Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
DPC Industries, Inc.
601 W. Industrial Blvd.
Cleburne, Texas 76031
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY I ' OU
B v:
e Maxwell, . or
Date Signed: 03 - Q.9
Christine R. Martinez, City Secretary
Date Signed: 3-Z-61/
By: LQ-1IY 0 PC TAJUS+1',e3
Title: Re l orNk l Sp l e
Date Si ed: ")./2.-7/o.(
9
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT 86 ACCEPTED
SHOW BIO OPENING DATE &
BID NUMBER IN LOWER LEFT
HANG CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
.0
EXHIBIT
"An
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Fi'ure to sign bid will disqualify bid
c
Authorized Signature
Collins King
2/3/2004
Date
Print Name
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 75-1481408
LEGAL BUSINESS NAME: DPC Industries, Inc.
ADDRESS: 601 W. Industrial Blvd.
ADDRESS:_ Cleburne, Texas 76031
cQNTACT:_Collins King
TELEPHONE NO.: 817-641-4712
BUSINESS ENTITY TYPE: Corporation
Bidder a : rees to com • I with all conditions set forth below and on, -the reverse side of this IFB.
ITEM # I CLASS 8 ITEM
885-44
DESCRIPTION
QTY
UNIT
PRICE
i
EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for a ch ren wa d
provided both parties agree per specification No. 04485-44, dated 1104.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
* EST. ANNUAL USE
$478.00
PER TON
$52,580
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS
• EST. ANNUAL USE
$57.00
3
LIQUID ALUMINUM SULFATE
525 TONS
• EST. ANNUAL USE
PER CYL.
EST. ANNUAL
$3,800
$228.00
PER TON
* EST. ANNUAL
$119,700
4
HYOROFLUOSILICIC ACID 23%
11,000 GALLONS
* EST. ANNUAL USE
$1.20
5
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
7,425 GALLONS
• EST. ANNUAL USE
PER GALLON
No Bid
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
• EST. ANNUAL USE
PER GALLON
No Bid
7
ANHYDROUS AMMONIA
"By the signature hereo ifi
40,000 LB.
• EST. ANNUAL USE
PER GALLON.
$0.35
PER LB.
n a xed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting or such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
-EST.ANNUAL
$13,200
• EST. ANNUAL
* EST. ANNUAL
• EST. ANNUAL
$14,000
'EST. ANNUAL
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid prices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late. illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive). and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered. illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to furnish brand names. numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first lass condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested. must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIOS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified pedfred in the IFB.
5. tINNSSPSEs ON AND TESTS: Alt goods will be subject to inspection and test by the City to the extent predicable at all times and places. Authorized City personnel shall have
anyo suppliees place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. Alt contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx. Bus. Md Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws. nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment Limitations on remedies, etc.) The
City of Round Rode can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Liquid Aluminum Sulfate FROM
Bay Chemical and Supply Company.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Liquid Aluminum Sulfate, (referred to herein as the
"Agreement") is made and entered into on this the l l th day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
Bay Chemical and Supply Company, whose offices are located at P.O. Box 1160, Odem, Texas
78370 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Liquid Aluminum Sulfate from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
2 -0 -03 -11 -Ilea,
1
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means Bay Chemical and Supply Company, or any of its successors or
assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
2
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Liquid Aluminum Sulfate
5.01 COSTS
$ 144.00 per ton
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
h1 accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
3
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge a late fee of one percent (1 %) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance under t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless from and against a 11 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 V endor's a gents, e mployees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal a nd s tate 1 aws, t he C harter a nd Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
Bay Chemical and Supply Company
5302 CR 2047
Odem, Texas 78370
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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 perforin 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City a nd Vendor have e xecuted this Agreement on the dates
indicated.
CITY OF R I UND ' . " ' _ ' AS
By:
axwell, a�1,11°P-
Date Signed:
BAY CHEMICAL AND SUPPLY COMPANY
BY: 71 -cpm.« J
Title: General Mgr
Date Signed: 2/24/04
9
Christine R. Martinez, City Sec etary
Date Signed: as -®
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock, Texas 78664
Bidder agrees to comply with all conditi
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING DATE &
BID NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BIO
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
a
a
EXHIBIT
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
PIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
//34/-4/
Autho zeure
Virginia Linn
Date
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.:
7 4-189267 3
LEGAL BUSINESS NAME:
Bay Chemical and Supply Company
ADDRESS:
P. O. Box 1160
ADDRESS:
Odem, TX 78370
CONTACT:
Virginia Linn
TELEPHONENO.:
361/368-2200, ext. 21
BUSINESS ENTITY TYPE:
Texas Corporation
cerHHe
-••_ ��• •�•..... .v.. w.a. vn ..�v �avCr1C a1UV VI in15 Irb.
ITEM 8
CLASS & ITEM
885-44
DESCRIPTION
QTY
UNIT
PRICE
EXTENSION
This is to
at the City
provided
No guarantee
requirements,
Best Bid
the following
extent to
solicitation.
NOTE: ONE
All items
establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
both parties agree per specification No.04-885-44, dated 1/04.
of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
which may be more or less than indicated.
Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed In the
OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
listed below are In accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
PER TON
• EST. ANNUAL
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS
* EST. ANNUAL USE
PER CYL.
• EST. ANNUAL
3
LIQUID ALUMINUM SULFATE
Minimum Order: 4400
525 TONS
$144.00
gals (truckload)
• EST. ANNUAL USE
PER TON
. EST. ANNUAL
4
HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
• EST. ANNUAL USE
PER GALLON
* EST. ANNUAL
5
LIQUID CATIONIC POLYMER (55 GAL. DRUMS) Bayfloc 914
Minimum Order: 12 drums Bayfloc 915
7,425 GALLONS
2.62
,$3.36
' EST. ANNUAL USE
PER GALLON
• EST. ANNUAL
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
*EST. ANNUAL USE
PER GALLON.
• EST. ANNUAL
7
ANHYDROUS AMMONIA
40,000 LB.
'By the signature hereon affixed the bidder hereb
• EST. ANNUAL USE
PER LB.
• EST. ANNUAL
y s that nedher the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business.-
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified In this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Governmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder wilt be required to fumish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be fumished free of expense to the City. If not destroyed in examination, they will be returned to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIOS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DEUVERY:
4.1 Bid should show number of days required to place material in City's designated location under normai conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION ANO TESTS: Ad goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any suppers place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be returned to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained In the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. Ad contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shat submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from daims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx. Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shad be removed from all
bid fists. By signature hereon affixed. the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, fip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commerbial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terns and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Hydrofluosilicic Acid 23% FROM
PENNCO Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Hydrofluosilicic Acid 23%, (referred to herein as the
"Agreement") is made and entered into on this the 11th day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
PENNCO, Inc., whose offices are located at 831 Bartlett, Sealy, Texas 77474 (referred to herein
as the "Vendor"). This Agreement supersedes and replaces any previous agreement between the
named parties, whether oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Hydrofluosilicic Acid 23% from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
1
contract documents shall be resolved by giving preference in the following order:
(1)
(2)
(3)
This Agreement;
Purchaser's Response to IFB;
City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means PENNCO, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
2
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Hydrofluosilicic Acid 23% (55 gallon drums)
5.01 COSTS
$ 0.952 per gallon
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
3
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate assurance o f p erformance under the "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees a nd elected o fficials h armless from a nd a gainst a 11 s uits, a ctions,
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 V endor's a gents, e mployees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
PENNCO, Inc.
831 Bartlett
Sealy, Texas 77474
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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 perfonnance must
be timely given, and all reasonable efforts undertaken to mitigate its effects.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have e xecuted this Agreement on the dates
indicated.
CITY OF ROUND ► ! " ', TEAS AT E T:
By.
�,. axwell, Mayor Christine R. Martinez, City Secr
Date Signed: 3-Z - 02/ Date Signed:
By:
�-7
Title: R.L. HORNE, PRESIDENT
Date Signed: FEB. 26, 2004
9
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIOS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BIO
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION
City of Round Rock
Water Treatment Plant
5494 North 11-135
Round Rock, Texas 78681
- or -
501 North Mays
Round Rock. Texas 78664
Bidder a
rees to com • I conditions set forth below and on the reverse side of this IFB.
ITEM # CLASS & ITEM
885-44
with all
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING DATE &
BIO NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
.o
D
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
EXHIBIT
HA 11
BIDOER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
Auth5rized Signature
R.L. HORNE, PRESIDENT
Print Name
/—o2o-144i
Date
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX IDNO.: 74-2333384
LEGAL BUSINESS NAME: PENCCO, INC .
ADDRESS: P.O. BOX 1536
ADDRESS:
CONTACT: MON ICA AVILA
TELEPHONE NO.: (979)885-0005
BUSINESS ENTITY TYPE: CORPORATION
DESCRIPTION
QTY
UNIT
EXTENSION
This Is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treatinE potable
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
requirements, which may be more or Tess than indicated.
No guarantee of any minimum or maximum purchase is made or Implied. The City will only order the amount needed to satisfy operating
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which wilt be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART. WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
A8 items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
2
3
4
6
7
CHLORINE (TON CYLINDERS)
CHLORINE (150 Ib. CYLINDERS)
LIQUID ALUMINUM SULFATE
HYDROFLUOSILICIC ACID 23%
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
BELT PRESS POLYMER (55 GAL. DRUMS)
ANHYDROUS AMMONIA
110 TONS
• EST. ANNUAL USE
5 TONS
'EST. ANNUAL USE
525 TONS
• EST. ANNUAL USE
11,000 GALLONS
• EST. ANNUAL USE
7,425 GALLONS
• EST. ANNUAL USE
965 GALLONS
' EST. ANNUAL USE
40,000 LB.
' EST. ANNUAL USE
"By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such Zine of business."
NO BID
PER TON
NO BID
PER CYL.
NO BID
PER TON
0.952/gal.
PER GALLON
NO BID
PER GALLON
NO BID
PER GALLON.
NO BID
PER LB.
NO BID
EST. ANNUAL
NO BID
• EST. ANNUAL
NO BID
* EST. ANNUAL
$10,472.00
* EST. ANNUAL
NO BID
' EST. ANNUAL
NO BID
• EST. ANNUAL
NO BID
* EST. ANNUAL
1
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See Instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly Identified will be returned to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified. extend and show total. In case of errors In extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.8 Bid prices s hal b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from Usl" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken it earned.
1.7 Bids shah give Tax Identification Number, MN name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority lb bind
signatories firm In a contract. Finn name should appear on each page in the block provided In the upper right comer. Business Entity shall be one (1) of the lollbwkng:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal: name
of entity and Tax Identification Number (Tin).
1.8 Bb cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not indude tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole dsoratlon of the qty.
1.11 Consistent and continued Ile bids could cause rejection of bids by the City andlor investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable In response to the IFB.
1.13 CAUTION: Bid Invitation allows sufficient time for receipt of the preferred maw response. The City shal not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog brand name or manufacturer's reference used in IFB Is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brandsjof Ice
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas local Government Code. If other than brand(s) specified is
oaf�bid bidder Illustrations and wiN be required moons of product offered are requested b be made a pad of to bid. If bidder takes no exceptions b spedfcations or reference
required to furnish brand names, numbers, etc, as spedfied in the IFB.
2.2 Ali Items bid shall be new, in forst Bass condition. Including containers suitable for shipment and storage, unless otherwise indicated in 1FB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be furnished free of expense to to City. If not destroyed in examination, they will be returned to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address. City bid number and code. Do not enclose in or attach lo bid.
2.4 The qty will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturees standard warranty shall apply unless others Ise stated in the IFB.
3. TIE BIDS: In case of de bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. lknrealstic aly short or long delivery promises may cause bid to be disregarded. Consistent failure b meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the qty
advised at all Sines of status
order. Default in promised delivery (wit out acceptable reasons) or failure b meet specifications, authorizes the qty to purchase supplies
elsewhere and hany, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shaft be made during normal working hours only, unless prior approval for late delivery has been obtained from the unless otherwise �Y. specified in the IFB;
5. INSPECTION AND TESTS: AN goods will be subject b inspection and test by the City to the extent predicable at all times and places. Authorized City personnel shall have
access to any supplees place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the spedficatons. the cost of the
sample used and the cost of the ng shaN
be borne e Goods which
result delivered and rejected in wide or in part may, at the City's option. be returned to the Vendor or held for disposition amt Vendor's
risk and may acceptance.
B. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the qty trough its designates and a purchase order is issued. The contract shall be governed. construed, and interpreted ander
the Charter of the City and the laws of State of Texas. AN contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shad summit three (3) copies of an Invoice showing the purchase order number on all copies.
B. PATENTS AND COPYRIGHTS: The contractor agrees to protect the qty from daims involving infringements of patents or copyrights.
i. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1987).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shaft void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gilt, loan, gratuity, special discount tip, favor,
or service to a public servant In connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation. paMership, or any entlty represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified 1n Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for partidpation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terns and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING] Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment Umkahions on remedies, etc) The
Cky of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; >n particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result In disqualification of your bid.
12. INQUIRIES: Inguldes pertaining to bid Invitations must give bot number, codes, and opening date.
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Liquid Cationic Polymer FROM
Bay Chemical and Supply Company.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Liquid Cationic Polymer, (referred to herein as the
"Agreement") is made and entered into on this the llth day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
Bay Chemical and Supply Company, whose offices are located at P.O. Box 1160, Odem, Texas
78370 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Liquid Cationic Polymer from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
R -O4/ 03-//-
1
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means Bay Chemical and Supply Company, or any of its successors or
assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
2
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Liquid Cationic Polymer (55 gallon drums)
5.01 COSTS
$ 2.62 per gallon — Bayfloc 914
$ 3.36 per gallon — Bayfloc 915
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
3
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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. hi
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty 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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate assurance o f p erformance under the "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless from and against a 11 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 V endor's a gents, e mployees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal a nd s tate 1 aws, t he C harter a nd Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach other w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
Bay Chemical and Supply Company
P.O. Box 1160
Odem, Texas 78370
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hick, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND RO
By:
axwell, Ma
Date Signed: (3—,W-0
BAY CHEMICAL AND SUPPLY COMPANY
By:
Title: General Mgr
Date Signed: 2/24/04
9
ATTEST:
Christine R. Martinez, City SecretAry
3 -a a -o
Date Signed:
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
-or-
501 North Mays
Round Rock, Texas 78664
Bidder agrees to comply with all conditions
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING GATE &
81D NUMBER IN LOWER LEFT
HAND CORNER OF SEALED 810
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
o(i //•3a/a41
Autfi ig ature
Virginia Linn
Date
Print Nam
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.:
74-1892673
LEGAL BUSINESS NAME:
Bay Chemical and Supply Company
ADDRESS:
P. 0. Box 1160
ADDRESS:
Odem, TX 78370
CONTACT:
Virginia Linn
TELEPHONE NO.:
361/368-2200, ext. 21
BUSINESS ENTITY TYPE:
Texas Corporation
ITEM 8
CLASS & ITEM
885-44
DESCRIPTION
QTY
UNIT
PRICE
EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply boated
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All items listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
PER TON
* EST. ANNUAL
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS
• EST. ANNUAL USE
PER CYL.
• EST. ANNUAL
3
LIQUID ALUMINUM SULFATE
Minimum Order: 4400 gals (truckload)
525 TONS
'EST. ANNUAL USE
$144.00
PER TON
• EST. ANNUAL
4
HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
• EST. ANNUAL USE
PER GALLON
• EST. ANNUAL
5
Bayfloc 914
LIQUID CATIONIC POLYMER (55 GAL. DRUMS) Bayfl oc 915
Minimum Order: 12 drums
7,425 GALLONS
• EST. ANNUAL USE
$2.62
•$3.36
PER GALLON
' EST. ANNUAL
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
• EST. ANNUAL USE
PER GALLON.
• EST. ANNUAL
7
ANHYDROUS AMMONIA
40,000 LB.
• EST. ANNUAL USE
PER LB.
* EST. ANNUAL
ey the signature hereon atTixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such fine of business.'
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right corner. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non- responsive
2. SPECIFICATION: i 1
2.1 Any catalog, brand name or manufacturers reference used in IFB is descriptive only (not restrictive). and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid. bidder will be required to furnish brand names, numbers, etc, as specified in the IFB.
2.2 All items bld shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder. on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturers standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIOS: In case of tie bids. the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any suppliers place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. I the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be returned to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained In the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order Is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1987).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid fists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant in connection with the submitted bid.
10.3 The bidder Is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by thA bidder, or anyone acting for such fimi, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et Seq. Texas Business and Commethial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
temps and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Belt Press Polymer FROM
Fort Bend Services, Inc.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENT:
That this Agreement for purchase of Belt Press Polymer, (referred to herein as the
"Agreement") is made and entered into on this the llth day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
Fort Bend Services, Inc., whose offices are located at 13303 Redfish Lane, Stafford, Texas
77497 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any
previous agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Belt Press Polymer from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
04-03-11-//6-Z
1
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means Fort Bend Services, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of tern, only upon the express written agreement of
both parties and only provided Vendor has perfonned each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Belt Press Polymer (55 gallon drums) — Superfloc C1598 PG
5.01 COSTS
S 8.936 per gallon
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance u nder t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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.
5
13. 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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless from and against a 11 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 a gents, employees o r subcontractors, i n the performance o f V endor'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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable riles and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
Fort Bend Services, Inc.
13303 Redfish Lane
P.O. Box 1688
Stafford, Texas 77497
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
7
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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 F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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
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 p ortion 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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND ROC
By:
axwell,
Date Signed:
FOQ.T bEN1) Sego ices, / 0....
By:
Title: SaIeij mAOAGJ2
Date Signed: „2..-2 4 - O''
9
Christine R. Martinez, City Seci tary
Date Signed: aa --6
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
810 F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
-or-
501 North Mays
Round Rock. Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW 810 OPENING DATE &
810 NUMBER IN LOWER LEFT
RANO CORNER OF SEALED BIO
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
EXHIBIT
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SION BELOW
Failure to sign bid will disqualify bid
David James
Date
Print Na
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 74-2144642
LEGAL BUSINESS NAME: Fort Bend Services, Inc.
ADDRESS: 13303 Redfish Lane Stafford, Tx
ADDRESS: ���
P.O. Box 1688 Stafford, Tx
CONTACT: David James 77497
TELEPHONE NO.: 281/26'1-5199
BUSINESS ENTITY TYPE: Water & Wastewater Treatment
is IFB.
ITEM #
CLASS 8 ITEM
885-44
DESCRIPTION
QTY
UNIT
PRICE
EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04485-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or Tess than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidder's goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidder's past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
A8 items listed below are in accordance with Specification No. 04-885.44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
"No Bid"
"No Bid"
PER TON
• EST. ANNUAL
2
CHLORINE (1501b. CYLINDERS)
5 TONS
' EST. ANNUAL USE
"No Bid"
"No Bid"
PER CYL.
• EST. ANNUAL
3
LIQUID ALUMINUM SULFATE
525 TONS
' EST. ANNUAL USE
"No Bid"
"No Bid"
PER TON
• EST. ANNUAL
4
HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
• EST. ANNUAL USE
"No Bid"
"No Bid"
PER GALLON
* EST. ANNUAL
5
(� 5
LL1311 I> $LYtITi �2?51 GAL. DRUMS)
FBS 587C
7,425 GALLONS
'EST. ANNUAL USE
$3'555 5p dQ
$ 2 6 , 3 9 5. 8 8
$ C14.1N
$2147.44%90
6
BELT PRESS POLYMER (55 GAL. DRUMS)
Superfloc C1598 PG
965 GALLONS
' EST. ANNUAL USE
$8, 936
$8,623.24
PER GALLON.
' EST. ANNUAL
7
"ey the s'
ANHYDROUS AMMONIA
nature hereon (fixed the bid
40,000 LB.
• EST. ANNUAL USE
"No Bid"
"No Bid"
PER LB.
• EST. ANNUAL
rg a der hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
Taws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
77
'i29 Jo
- C591
- 587C
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this torm. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be returned to bidder unopened. Late bids wit not be considered.
1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price
increase will not be considered.
1.6 Bid p rices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken If eamed.
1.7 Bids shall give Tax Identification Number, MI name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided In the upper right comer. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Government Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to furnish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition, induding containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples when requested, must be fumished free of expense to the City. If not destroyed in examination, they will be returned to the bidder, on request at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: AN goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be returned to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. AN contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from daims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1987).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid lists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, hp, favor,
or service to a pubic servant in connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such fine, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such line of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Sutxmission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Anhydrous Ammonia FROM
LaRoche Industries, Inc.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENT:
COUNTY OF WILLIAMSON §
That this Agreement for purchase of Anhydrous Ammonia, (referred to herein as the
"Agreement") is made and entered into on this the llth day of the month of March, 2004, by and
between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are
located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City"), and
LaRoche Industries, Inc., whose offices are located at 1100 Johnson Ferry Road NE, Suite 690,
Atlanta, Georgia 30342 (referred to herein as the "Vendor"). This Agreement supersedes and
replaces any previous agreement between the named parties, whether oral or written, and
whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Anhydrous Ammonia from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE:
WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
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 specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-002,
Specification Number 04-885-44; (b) Vendor's Response to IFB; (c) the contract award; and (d)
1
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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 o r t he S tate o f T exas o r 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 means the specified supplies, materials, or equipment.
F. Vendor means LaRoche Industries, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement is twelve (12) months from the effective date hereof.
After that initial term, this Agreement may renew for successive terms for a period not to exceed
three (3) years after the initial expiration of term, only upon the express written agreement of
both parties and only provided Vendor has performed each and every contractual obligation
specified in this Agreement.
C. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-002, Specification Number 04-885-44 and Response to IFB submitted by Vendor, all as
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Vendor in its Response to the IFB.
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 ITEMS AWARDED
Anhydrous Ammonia
5.01 COSTS
$ 0.33 per lb.
6.01 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.
7.01 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 effect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
3
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by City
in the event:
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without 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.
10.01 TAXES
City is exempt from Federal Excise and Sate Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-002
and its bid response.
4
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Eloy Espinosa
Public Works - WTP
5494 N. IH -35
Round Rock, Texas 78664
512-218-5581
14.01 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 p arty for w ritten
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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and 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 docs 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
under this Agreement;
C. Fails to provide adequate assurance o f p erforniance u nder the "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERIVIINATION 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.
5
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, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
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 such notice of termination, Vendor
shall submit a statement showing in detail 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.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials h armless from and against a 11 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 V endor's a gents, e mployees o r s ubcontractors, i n the p erformance o f V endor's o bligations
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 s.;ek
contribution) against any third party who may be liable for an indemnified claim.
18.0i COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and s tate 1 aws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
6
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
LaRoche Industries, Inc.
1100 Johnson Ferry Road NE, Suite 690
Atlanta, Georgia 30342
Notice to City:
James Nuse, City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
7
any such dispute or claim will be s ought to be r esolved w ith t he h elp of am utually s elected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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 perforin 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.
8
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hich, w hen taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City a nd Vendor have e xecuted this Agreement on the dates
indicated.
CITY O R UND ' XAS AT EST:
By: 4111W
Date Signed: 3-22-Q'/
/-61 RUCIt e
_L
�c��-s
Date Signed: 21 2 -?/e/
9
Christine R. Martinez, City Sec etary
Date Signed:
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK PURCHASING OFFICE
221 E. Main Street
Round Rock, Texas 78664-5299
BIDS ARE DUE TO THE PURCHASING OFFICE
AT THE ABOVE ADDRESS BEFORE BID
OPENING TIME.
INVOICE TO:
City of Round Rock
Accounts Payable
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATIOt'k
City of Round Rock
Water Treatment Plant
5494 North IH 35
Round Rock, Texas 78681
-Or-
501 North Mays
Round Rock, Texas 78664
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
SHOW BID OPENING DATE &
810 NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
BIDDING INFORMATION:
BID NUMBER 04-002
OPENING DATE 2/3/2004 at 3:00 P.M.
BID LOCATION: 221 E. Main Street, 1st Floor
Council Chambers, Round Rock, TX 78664
RETURN SIGNED ORIGINAL AND ONE COPY OF BID
BIDDER SHALL SIGN BELOW
Failure to sign bid will disqualify bid
Authorized Siglfature
Z4 rry)Z A. e/
Print Nam
Date
SEE 1.7 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 13 -3.19/1/72.
LEGAL BUSINESS NAME: 1--elRoche ...2-114,r 7Jr/feS ril c,
ADDRESS: 1 I W trap ns, Ferry Pot, c/ At L=
ADDRESS: r f f !.. to 9,0n� A / _17e73f2_
CONTACT: Qn f4//rs
_„5"
TELEPHONENO.: (4/00 6-57
7 -b+%92i
,
BUSINESS ENTITY TYPE: GhQm/ c / eA.-iri.`U 1//Y%anc i4
Bidder agrees to comply with all conditions set forth below and on the reverse side of this IFB.
ITEM it
CLASS & ITEM
885.44
DESCRIPTION
QTY
UNIT
PRICE
EXTENSION
This is to establish a twelve (12) month contract for the purchase and delivery of water treatment chemicals for treating potable water supply located
at the City owned facilities. This contract may be renewed for three (3) additional periods of time not to exceed twelve (12) months for each renewal
provided both parties agree per specification No. 04-885-44, dated 1/04.
No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating
requirements, which may be more or less than indicated.
Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of
the following criteria: Bid price; Reputation of the bidder and of bidders goods and services; The quality of the bidder's goods or services; The
extent to which the goods or services meet the City's needs; Bidders past relationship with the City; any relevant criteria specifically listed in the
solicitation.
NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY.
All Nems listed below are in accordance with Specification No. 04-885-44, dated 1/2004.
1
CHLORINE (TON CYLINDERS)
110 TONS
• EST. ANNUAL USE
PER TON
• EST. ANNUAL
2
CHLORINE (150 Ib. CYLINDERS)
5 TONS
• EST. ANNUAL USE
PER CYL.
• EST. ANNUAL
3
LIQUID ALUMINUM SULFATE
525 TONS
• EST. ANNUAL USE
PER TON
• EST. ANNUAL
4
HYDROFLUOSILICIC ACID 23%
11,000 GALLONS
• EST. ANNUAL USE
PER GALLON
• EST. ANNUAL
5
LIQUID CATIONIC POLYMER (55 GAL. DRUMS)
7,425 GALLONS
• EST. ANNUAL USE
PER GALLON
• EST. ANNUAL
6
BELT PRESS POLYMER (55 GAL. DRUMS)
965 GALLONS
• EST. ANNUAL USE
PER GALLON.
EST. ANNUAL/►
7
ANHYDROUS AMMONIA
40,000 LB.
.H o 33/,J,.
f el 2sW od
fel
• EST. ANNUAL USE
PER LB.
• EST. ANNUAL
"8y the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid made to any competitor or any other person engaged in such line of business."
2/or
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. BIDDING REQUIREMENTS:
1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees
product offered will meet or exceed specifications identified in this Invitation For Bid (IFB).
1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be
in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB.
1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered.
1.4 Bid F.O.B. destination, freight. prepaid. & allowed unless otherwise specified on the IFB. If otherwise. show exact cost to deliver.
1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension. unit prices shall govem. Bids subject to unlimited price
increase will not be considered.
1.6 Bid prices s hall b e firm for a cceptance 30 d ays from b id opening d ate. "Discount from List" b ids are n of acceptance unless requested. C ash discount will not be
considered in determining the low bid. All cash discounts offered will be taken if eamed.
1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind
signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be one (1) of the following:
Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as
shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name
of entity and Tax Identification Number (Tin).
1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be
withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid.
1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be
made at the sole discretion of the City.
1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations.
1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB.
1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or
otherwise non-responsive
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like
nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is
offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference
data in bid, bidder will be required to furnish brand names, numbers, etc, as specified in the IFB.
2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the
contrary will not be recognized.
2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination. they will be retumed to the bidder, on request, at bidder expense.
Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid.
24 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB.
2.5 Manufacturer's standard warranty shaft apply unless otherwise stated in the IFB.
3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Govemment Code.
4. DELIVERY:
4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete
delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises
without valid reason may cause removal from bid list. (See 4.2 following.)
4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City
advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting contractor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from
regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall
be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's
risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terns, conditions, and specifications contained in the IFB Bids do not become
contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed, and interpreted under
the Charter of the City and the laws of State of Texas. AP contracts are subject to the approval of the City Council.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from daims involving infringements of patents or copyrights.
9. VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State
of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. BIDDER AFFIRMATION:
10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all
bid fists. By signature hereon affixed, the bidder hereby certifies that
10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor,
or service to a public servant In connection with the submitted bid.
10.3 The bidder is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the
antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly
the bid made to any competitor, or any other person engaged in such fine of business.
10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB.
11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such
terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment Limitations on remedies, etc.) The
City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in particular, all bidders affirmations and certifications must be included.
Submission of bids on forms other than City bid form may result in disqualification of your bid.
12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes, and opening date.
VENDOR
Fort Bend Services
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$ 50,709.75
$ 26,395.875
$ 21,888.900
$ 8,623.240
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$ 24,948.000
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BID OPENING: 2/3/2004 3:OOPM Altivia
Wafer Trnatmant r.hamirals
Bid item(s) QTY Unit $ Extended Unit $ Extended
Chlorine (Ton 110
Cylinders) m NO BID NO BID
Chlorine (150# 5
Cylinders) TN NO BID NO BID
Liquid Aluminum 525
NO BID NO BID
Sulfate TN
Hydrofluosilicic Acid 11,000 NO BID NO BID
23% GL
Liquid Cationic 7,425
Polymer (55 gallon NO BID NO BID
drums) GL
Belt Press Polymer 965 NO BID NO BID
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LaRoche Industries
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$ 24,948.000
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BID OPENING: 2/3/2004 3:OOPM Altivia
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of
a)
to
h