HomeMy WebLinkAboutPR 23487: TO SEEK APPROVAL TO RENEW THE 1ST YEAR OF THE CONTRACT WITH COTTON COMMERCIAL USA FOR FOOD SERVICES IN THE EVENT OF AN EMERGENCY OF A DISASTER City of
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INTEROFFICE MEMORANDUM
Date: (November 22, 2023)
To: The Honorable Mayor and City Council
Through: Ron Burton, City Manager
From: (Clifton Williams, Purchasing Manager)
RE: (P. R#23487)
Introduction:
The intent of this Agenda Item is to seek the City Council's approval for the City Manager to
renew the first year of the contract with Cotton Commercial USA for food services in the event
of an emergency or a disaster.
Background:
On August 16, 2022, City council awarded Resolution 22-365 to Cotton Commercial USA for
Emergency Food Services contract. This will be the second year (first renewal) of the contract.
The contract will be until December 31,2024 and have renewal for one additional one year period.
Budget Impact:
Funds will be provided for in the appropriate disaster/emergency recovery project accounts.
Recommendation:
It is recommended that the City of Port Arthur City Council approve PR 23487 authorizing the
first renewal with Cotton Commercial USA of Katy,Texas. for emergency food services in the
event of an emergency or a disaster.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O. Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
P. R. No . 23487
11/22/2023 cew
Page 1 of 3
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE SECOND YEAR
(FIRST RENEWAL) OF THE NON-EXCLUSIVE AGREEMENT
WITH COTTON COMMERCIAL USA OF KATY, TEXAS, FOR
EMERGENCY FOOD SERVICES IN THE EVENT OF AN
EMERGENCY OR DISASTER
WHEREAS, it is deemed in the best interest of the City of
Port Arthur to have a service in place for Emergency Food Services
as required by FEMA in the event of an emergency or a disaster;
and,
WHEREAS, per Resolution 22-365, the City entered into an
agreement with Cotton Commercial USA for a one (1) year term with
the option of renewing for two (2) additional one (1) year terms;
and,
WHEREAS, the City desires to enter into an additional one (1)
year (first renewal) agreement, with Cotton Commercial USA of Katy,
Texas as delineated in Exhibit "A"; now, therefore,
WHEREAS, this agreement is non-exclusive and the City
maintains the authority to retain other companies to perform
similar work.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR, TEXAS :
Section 1 . That the facts and opinions in the preamble
are true and correct .
P. R. No . 23487
11/22/2023 cew
Page 2 of 3
Section 2 . That the City Manager is hereby authorized to
enter into a non-exclusive agreement with Cotton Commercial USA of
Katy, Texas, in substantially the same form as attached as Exhibit
"A" .
Section 3 . That a copy of the caption of this Resolution
be spread upon the Minutes of the City Council .
READ, ADOPTED AND APPROVED on this day of December, A. D. ,
2023, at a Meeting of the City Council of the City of Port Arthur,
Texas, by the following vote : AYES :
Mayor :
Councilmembers
NOES:
THURMAN BILL BARTIE, MAYOR
ATTEST:
SHERRI BELLARD
CITY SECRETARY
P. R. No. 23487
11/22/2023 cew
Page 3 of 3
APPROVED AS TO FORM:
(1/611
VAL TIZENO
CITY ATTORNEY
APPROVED FOR ADMINISTRATION:
RON BURTON
CITY MANAGER
APPROVED AS TO AVAILABILITY OF FUNDS :
AP' ./ ) abLaS--,
LYNDA BOSWELL
FINANCE DIRECTOR
CLIF ON WILLIAMS
PURCHASING MANAGER
EXHIBIT "A"
CONTRACT RENEWAL TO PROVIDE FOOD SERVICES FOR
DISASTER RECOVERY
THIS AGREEMENT, made this day of , 202_, by and between
the City of Port Arthur, a municipal corporation organized under the laws of the State of Texas,
hereinafter called "OWNER" or "CITY" and Cotton Commercial USA a(n) Corporation herein
after called "COMPANY".
WHEREAS, the City of Port Arthur desires to obtain services in connection with post
disaster emergency food and emergency services; and
WHEREAS, this Agreement between the Parties consists of the terms and conditions set
forth herein, and the documents attached are incorporated for all purposes for the following
services:
FOOD SERVICES FOR DISASTER RECOVERY
WITNESSETH: That for and in consideration of the payment terms, conditions and
agreements set forth herein, CITY and COMPANY agree as follows:
1. SCOPE OF SERVICES: COMPANY will provide supplies and services (the "Work") to
the CITY in Connection with the Project. Such Work is more specifically described in
the scope of work details listed below.
a. During the term of this Contract, the COMPANY will furnish at its own expense all
of the materials, supplies, tools, equipment, labor and other services necessary to
connection therewith, excepting those supplies specifically not required of
COMPANY in the Specifications.
b. COMPANY agrees to perform all the work described in the specifications and contract
documents and to comply with the terms in the amounts stated in its response to the
Request for Proposals.
c. The term "Contract Documents" means and includes this document along with the
following:
• Request for Proposals*
• General Information*
• Scope of Work Details*
• Cost Proposal Form*
• References*
• Letter of Interest*
• Affidavit*
• Conflict of Interest Questionnaire*
• Proposer Warranties*
• Non Collusion Affidavit*
• House Bill 89 Verification*
• SB 252 Chapter 2252 Certification*
• Federal Clauses*
• Notice of Award*
• Notice to Proceed*
*These items were attached to the original contract. This agreement is only included in the
renewal.
2. TERM: The term of this Contract shall be from January 1, 2024 to December 31, 2024.
This contract has the option for one additional one (1) year periods, upon execution by
the CITY unless sooner terminated under the terms set forth herein. It is agreed that the
CITY will have the option to extend the contract for up to one additional one (1) year
periods. To exercise this option, the CITY shall serve notice a minimum 30 days prior to
contract termination.The Option to Extend will not be considered if funding is unavailable
or if the COMPANY's past performance is not within the industry standard or acceptable
to the CITY. It is agreed that, due to the nature of the work to be performed, the
COMPANY does not begin work unless the CITY has issued a Notice to Proceed to the
COMPANY. After a Notice to Proceed is issued the COMPANY agrees to perform the
work according to the timeline in Exhibit A in the original contract.
3. COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS — COMPANY shall
comply with all applicable laws, ordinances, and codes of the federal, state and local
governments.
4. COMPENSATION: The CITY shall compensate COMPANY for the Work at the agreed
upon pricing in Exhibit A in the original contract. COMPANY will furnish an invoice to
the CITY detailing activities performed and reflecting actual time and expenses
incurred during the preceding month. All invoices are due under Government Code Sec.
2251.021, and are payable to COMPANY at 5443 Katy Hockley Cut Off Road, Katy,
Texas 77493.The CITY shall not be responsible for any payment to COMPANY for
any additional services or expenses not specifically included in Exhibit A, except upon
execution of an amendment to this Contract in writing by both parties. Parties shall
attempt to resolve any payment disputes within thirty (30) days after the invoice date.
5. INSURANCE REQUIREMENTS: All insurance must be written by an insurer licensed
to conduct business in the State of Texas. The COMPANY shall provide all required City
of Port Arthur certificates of coverage and all renewals throughout the duration of the
Project. For each policy except Workers' Compensation protection, COMPANY shall
name the CITY as an additional insured and shall provide that the policy require the
insurance carrier to notify the CITY a minimum of thirty days (30) in advance of
cancellation of all or part of the policy. All insurance policies are to be issued by an
insurance company authorized to do business in the State of Texas and using an insurance
company with an A.M. Best rating of B+ or better. All subcontractors utilized must also
comply with these specifications as if they were the winning proposer. Specific details of
coverage limits and conditions are listed below:
a. Commercial general liability insurance, naming the City of Port Arthur as an
additional insured and as certificate holder, and waiving subrogation per the
contractual requirements of this project. Limits are to be equal to or greater
than: $2,000,000 general liability(includes products and personal, etc.)
$1,000,000 bodily injury single limit per occurrence or$1,000,000 each person
$1,000,000 per occurrence
$1,000,000 fire damage
$1,000,000 property damage per occurrence regardless of contract amount
$1,000,000 automobile damage
$1,000,000 professional liability
$500,000 standard workers compensation employers' liability insurance
Statutory limits for workers compensation
Insurance coverage shall be on an "occurrence basis"
6. INDEMNIFICATION: COMPANY shall comply with the requirements of all applicable
laws, rules, and regulations in connection with the services of COMPANY and shall
exonerate, indemnify and hold harmless the CITY, its officers, agents and all employees
from any and all liability, loss or damage arising out of noncompliance with such laws,
rules and regulations; without limitation, COMPANY shall assume full responsibility for
payments of Federal,State and Local taxes or contributions imposed or required under the
Social Security, Worker's Compensation, and Income Tax Laws with respect to
COMPANY's employees. Further, COMPANY shall exonerate, indemnify and hold
harmless the CITY, its officers, agents and all employees from any and all liability, loss,
damages, expenses or claims arising out of negligence of COMPANY, its officers, agents
and employees in connection with any of the work performed or to be performed under
this Contract by COMPANY or as a result of COMPANY's failure to use and employ
reasonable skill and care. Further, COMPANY shall exonerate, indemnify and hold
harmless the CITY, its officers, agents, and all employees from any and all liability,loss,
damages, expenses or claims for infringement of any copyright or patents arising out of
the use of any plans, design, drawings, or specifications furnished by COMPANY in the
performance of this Contract.
The foregoing indemnification provision shall apply to COMPANY regardless of whether
or not said liability, loss, damages, expenses, or claims is caused in part by a party
indemnified hereunder.
7. SUCCESSORS AND ASSIGNMENTS: The CITY and the COMPANY each binds itself
and its successors,executors,administrators,and assigns to the other party of this Contract
and to the successors, executors, administrators and assigns of such other party,in respect
to all covenants of this Contract. Except as above,neither the CITY nor the COMPANY
shall assign, sublet, or transfer his interest in this Contract without the written consent of
the other. Nothing herein shall be construed as creating any personal liability on the part
of any officer or agent of any public body which may be a party hereto.
8. TERMINATION: This Contract shall terminate automatically upon completion of the
Work by COMPANY. This Contract may be terminated prior to completion of the Work
by either party upon 30 days' written notice to the other. If, through any cause,
COMPANY shall fail to fulfill in a timely and proper manner its obligations under this
Contract, the CITY shall thereupon have the right to terminate this contract by giving
written notice to COMPANY of such termination and specifying the effective date
thereof, at least five days before the effective date of such termination. In the event of
early termination, CITY shall pay COMPANY for all work performed and expenses
incurred to the date specified in the notice of termination, and COMPANY shall turn over
to the CITY all documents, information, and Work produced to said date relating to the
Project. Notwithstanding the above, COMPANY shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of the Contract by
COMPANY or its subordinates and the CITY may withhold any payments to COMPANY
for the purpose of set-off until such time as the exact amount of damages due the CITY
from COMPANY is determined.
9. INDEPENDENT CONTRACTOR: COMPANY is and shall be,in the performance of all
Work, services, and activities under this Agreement, an independent contractor and not an
employee, agent, or servant of CITY. All persons engaged by COMPANY to perform the
Work,services,or activities described herein shall,at all times and in all places,be subject
to the sole direction, supervision, and control of COMPANY. The relationship between
CITY and COMPANY (including COMPANY's employees) shall be in all respects an
independent contractor relationship and not an employer/employee or principal/agent
relationship.
10. PERSONNEL:The COMPANY represents that it has, or will secure at its own expense,
all personnel required in performing the services under this Contract. Such personnel
shall not be employees of or have any contractual relationship with the CITY. All of the
services required hereunder shall be performed by the COMPANY or under its
supervision and all personnel engaged in the work shall be fully qualified and, if
applicable shall be authorized or permitted under State and local law to perform such
services. None of the work or services covered by this Contract shall be subcontracted
without the prior written approval of the CITY. Any work or services subcontracted
hereunder shall be specified by written Contract or agreement and shall be subject to each
provision of this Contract.
11. REPORTS AND INFORMATION: The COMPANY at such times and in such forms as
the CITY may require, shall furnish the CITY such periodic reports s it may request
pertaining to the work or services undertaken pursuant to this Contract, the costs and
obligations incurred or to be incurred in connection therewith, and any other matters
covered by this Contract.
12. CIVIL RIGHTS: Under Chapter 106 Civil Practice and Remedies Code of the Revised
Civil Statutes of Texas, no person shall, on the grounds of race, religion, color, sex or
national origin, be excluded due to discrimination under any program or activity of the
CITY. The COMPANY will carry out its work under this Contract in a manner which will
permit full compliance by the CITY with the Statute.
13. INCORPORATION OF PROVISIONS REQUIRED BY LAW: Each provision and
clause required by law to be inserted into the Contract shall be deemed to be enacted
herein and the Contract shall be read and enforced as though each were included herein.
If through mistake or otherwise any such provision is not inserted or is not correctly
inserted, the Contract shall be amended to make such insertion on application by either
party.
14. ADDRESS OF NOTICE AND COMMUNICATIONS
CITY: COMPANY:
Mr. Ronald Burton Mr. Johnny Slaughter
City Manager President
City of Port Arthur Cotton Commercial USA
PO Box 1089 5443 Katy Hockley Cut Off Road
Port Arthur, Texas 77641-1089 Katy TX 77493
All notices and communications under this Contract shall be mailed or delivered to CITY
and the COMPANY at the above addresses.
This Agreement shall be binding upon all parties hereto and their respective heirs, executors,
administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their
duly authorized officials, this Agreement in(2 copies) each of which shall be deemed an original
on the date first written above.
Signed on the day of , 202_
CITY OF PORT ARTHUR
BY:
Ronald Burton, City Manager
ATTEST:
Sherri Bellard, City Secretary
Signed on the day of , 202 .
COTTON COMMERCIAL USA
BY:
PRINT NAME:
TITLE:
WITNESS:
PRINT NAME: