Ordinance No. 15,410 ORDINANCE NO. 15,410
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
ACCEPTING THE BID OF SOUTHERN FLOWMETER, INC., FOR THE ANNUAL
LARGE METER TESTING AND REPAIR OF NEPTUNE WATER METERS
CONTRACT AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN
AMOUNT NOT TO EXCEED ONE HUNDRED SIXTY THOUSAND FIVE HUNDRED
AND NO/100 DOLLARS ($160,500.00); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
*************************************************************************************
WHEREAS,the City Council of the City of Baytown did authorize the Purchasing Department for
the City of Baytown to advertise for bids for the Annual Large Meter Testing and Repair of Neptune
Water Meters Contract to be received February 22, 2023; and
WHEREAS, notice to bidders as to the time and place, when and where the contract would be let
was published pursuant to the provisions of Chapter 252 of the Texas Local Government Code; and
WHEREAS, all bids were opened and publicly read at City Hall at 1:00 p.m., Wednesday,
February 22, 2023, as per published notice to bidders;NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby accepts the bid of
Southern Flowmeter, Inc., for the Annual Large Meter Testing and Repair of Neptune Water Meters
Contract in an amount not to exceed ONE HUNDRED SIXTY THOUSAND FIVE HUNDRED AND
NO/100 DOLLARS ($160,500.00)and authorizes payment thereof.
Section 2: That pursuant to the provisions of Texas Local Government Code Annotated
§252.048, the City Manager is hereby granted general authority to approve any change order involving a
decrease or an increase in costs of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less,
subject to the provision that the original contract price may not be increased by more than twenty-five
percent(25%)or decreased by more than twenty-five percent(251 0)without the consent of the contractor
to such decrease.
Section 3: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown this the 23rd day of March,2023.
YTO NDON APETIL ,Mayor
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ANGELA CKSONX4ty,Cl6'rk
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APPROVED AS TO FO
SCOTT LEMO D City Attorney
RUCaren AndersonlORDINANCES\2023\2023.03.23WwardAnnualLargeMeterTesting&RepairofNeptuneWaterMetersContract.docx
AGREEMENT FOR THE ANNUAL LARGE WATER METER TESTING AND REPAIR OF
NEPTUNE METERS
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between Southern Flowmeter
Inc(hereinafter "Vendor") and the City of Baytown, a home-rule municipality located in Harris
and Chambers Counties, Texas (the "City").
1. Scope
This Agreement is for the purchase of Large Meter Testing and Repair of Multiple Neptune Meters
(the "Goods") for and on behalf of the City. This Agreement shall commence on the date of
execution by the City Manager and shall terminate the earlier of: (a) delivery of the Goods in
accordance with paragraph 2; or(b) ( )months following execution by the City Manager.
The Scope of Work from IFB 053-23 is attached to this Agreement as Exhibit "A" and is fully
incorporated by reference for all purposes.
2. Price and Delivery
a. The City shall pay Vendor the sum of up to one hundred sixty thousand dollars and
00 cents ($160,000.00) for delivery of the Goods as follows:
i. See Exhibit"B", Bid Tabulation, for pricing
ii.
iv.
V.
b. Vendor shall not exceed the fixed contractual amount without written authorization
in the form of a contract amendment.
C. Vendor shall invoice based upon conforming Goods actually delivered to the City.
Vendor shall not invoice the City for services or expenses that were incurred more
than sixty (60) days before the date of the invoice. Failure to timely invoice the
City for services or expenses shall result in Vendor's invoice being denied.
d. In the event of a disputed or contested invoice, the City may withhold from payment
that portion so disputed or contested, and the undisputed portion will be paid.
e. The City shall pay Vendor the maximum rate permitted by Chapter 2251 of the
Texas Government Code on any past due payment not received within thirty (30)
days after the payment due date. In accordance with § 2251.043, in a formal
administrative or judicial action to collect an invoice payment or interest due under
Agreement for the Purchase of Goods, Page I
this chapter, the opposing party, which may be the City or Vendor, shall pay the
reasonable attorney fees of the prevailing party.
f. Vendor is not authorized to ship the Goods under reservation and no tender of a bill
of lading will serve as a tender of Goods.
g. The title and risk of loss of the Goods shall not pass to the City until the City
actually receives and takes possession of the Goods at the point or points of delivery
in Baytown, Texas.
h. Every tender or delivery of Goods must fully comply with all provisions of this
Agreement as to time of delivery, quality and the like. If a tender is made which
does not fully conform, this shall constitute a breach and Vendor shall not have the
right to substitute a conforming tender, provided, where the time for performance
has not yet expired, the Vendor may reasonably notify the City of its intention to
cure and may then make a conforming tender within the contract time, but not
afterward unless evidenced by the City's consent executed by the City Manager.
3. Insurance
Vendor shall procure and maintain at its sole cost and expense for the duration of the Agreement,
insurance against claims for injuries to persons or damages to property which may arise from or
in connection with the purchase of the Goods hereunder by Vendor, its agents, representatives,
volunteers, employees or subcontractors.
a. Vendor's insurance coverage shall be primary insurance with respect to the City, its
officials, employees and agents. Any insurance or self-insurance maintained by the
City, its officials, employees or agents shall be considered in excess of Vendor's
insurance and shall not contribute to it. Further, Vendor shall include all
subcontractors, agents and assigns as additional insureds under its policy or shall
furnish separate certificates and endorsements for each such person or entity. All
coverages for subcontractors and assigns shall be subject to all of the requirements
stated herein.
The following is a list of standard insurance policies along with their respective
minimum coverage amounts required in this Agreement:
i. Commercial General Liability
■ General Aggregate: $2,000,000
■ Products & Completed Operations Aggregate: $2,000,000
■ Personal & Advertising Injury: $1,000,000
■ Per Occurrence: $1,000,000
■ Fire Damage $500,000
■ Waiver of Subrogation required
■ Coverage shall be broad form
Agreement for the Purchase of Goods,Page 2
■ No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review and
acceptance.
ii. Business Automobile Policy
■ Combined Single Limits: $1,000,000
■ Coverage for "Any Auto"
■ Waiver of Subrogation required.
iii. Errors and Omissions
■ Limit: $1,000,000
■ Claims-made form is acceptable
■ Coverage will be in force for one(1)year after delivery of the Goods
■ Waiver of Subrogation required.
iv. Workers' Compensation
■ Statutory Limits
■ Employer's Liability$500,000
■ Waiver of Subrogation required.
b. The following shall be applicable to all policies of insurance required herein..-_
i. Insurance carrier for all liability policies must have an A.M. Best Rating of
A:VIII or better.
ii. Only insurance carriers licensed and admitted to do business in the State of
Texas will be accepted.
iii. Liability policies must be on occurrence form. Errors and Omissions can
be on claims-made form.
iv. Each insurance policy shall be endorsed to state that coverage shall not be
suspended,voided, canceled or reduced in coverage or in limits except after
thirty (30) days prior written notice by mail, return receipt requested, has
been given to the City.
V. The City, its officers, agents and employees are to be added as Additional
Insureds to all liability policies, with the exception of the Workers'
Compensation and Errors and Omissions Policies required herein.
vi. Upon request and without cost to the City, certified copies of all insurance
policies and/or certificates of insurance shall be furnished to the City.
vii. Upon request and without cost to the City, loss runs (claims listing) of any
and/or all insurance coverages shall be furnished to the City.
Agreement for the Purchase of Goods,Page 3
viii. All insurance required herein shall be secured and maintained in a company
or companies satisfactory to the City, and shall be carried in the name of
Vendor. Vendor shall provide copies of insurance policies and
endorsements required hereunder to the City on or before the effective date
of this Agreement.
4. Indemnification and Release
VENDOR AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES (HEREINAFTER REFERRED TO AS THE
"CITY") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF
EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, FOR DAMAGE TO ANY PROPERTY OR
FOR ANY BREACH OF CONTRACT TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH AN ACT OF NEGLIGENCE,
INTENTIONAL TORT, INTELLECTUAL PROPERTY
INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR
SUPPLIER COMMITTED BY THE VENDOR OR THE VENDOR'S
AGENT, VENDOR UNDER CONTRACT, OR ANOTHER ENTITY
OVER WHICH THE VENDOR EXERCISES CONTROL
(COLLECTIVELY, VENDOR'S PARTIES). IT IS THE EXPRESS
INTENTION OF THE PARTIES HERETO, BOTH VENDOR AND
THE CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH IS INDEMNITY BY VENDOR TO INDEMNIFY AND
PROTECT THE CITY FROM THE CONSEQUENCES OF
VENDOR'S PARTIES' OWN WILLFUL MISCONDUCT, JOINT OR
SOLE NEGLIGENCE, AS WELL AS THE VENDOR'S PARTIES'
INTENTIONAL TORTS, INTELLECTUAL PROPERTY
INFRINGEMENTS, AND FAILURES TO MAKE PAYMENTS
ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. SUCH INDEMNITY SHALL NOT APPLY,
HOWEVER, TO LIABILITY ARISING FROM THE PERSONAL
INJURY, DEATH, OR PROPERTY DAMAGE OF PERSONS THAT
IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF ANY
PERSON OTHER THAN THE VENDOR'S PARTIES. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT
AGAINST THE CITY FROM WHICH THE CITY IS INDEMNIFIED,
VENDOR FURTHER AGREES AND COVENANTS TO DEFEND
Agreement for the Purchase of Goods,Page 4
THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE CITY. THE INDEMNITY PROVIDED
HEREINABOVE SHALL SURVIVE THE TERMINATION AND/OR
EXPIRATION OF THIS AGREEMENT.
By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of
this Agreement or any other contract or agreement, any charter, or applicable state
law. Nothing herein shall be construed so as to limit or waive the City's sovereign
immunity. Vendor assumes full responsibility for its services performed hereunder
and hereby releases, relinquishes and discharges the City, its officers, agents, and
employees from all claims,demands,and causes of action of every kind and character,
including the cost of defense thereof,for any injury to or death of any person (whether
they be either of the parties hereto, their employees, or other third parties) and any
loss of or damage to property (whether the property be that of either of the parties
hereto, their employees, or other third parties) that is caused by or alleged to be
caused by, arising out of, or in connection with Vendor's services to be performed
hereunder. This release shall apply with respect to Vendor's services regardless of
whether said claims, demands, and causes of action are covered in whole or in part
by insurance.
5. Records
Within ten (10) days of the City's request and at no cost to the City, the City will be entitled to
review and receive a copy of all documents relating to the purchase and delivery of the Goods.
6. Supervision of Vendor
Vendor is an independent contractor, and the City neither reserves nor possesses any right to
control the details of the Goods provided by Vendor under the terms of this Agreement.
7. Billing
The City shall have thirty (30) days to pay Vendor's invoices from the date of receipt of such
invoices and necessary backup information. All invoices must identify the Goods with specificity
and the date(s) of the Goods' delivery. In the event of a disputed or contested invoice, the parties
understand and agree that the City may withhold the portion so contested, but the undisputed
portion will be paid. Vendor shall not invoice the City for Goods not provided. Invoices shall be
received by the City no later than sixty (60) calendar days from the date Vendor delivers the Goods
to the City. Failure by Vendor to comply with this requirement shall result in Vendor's invoice being
denied and the City being relieved from any liability for payment of the late invoice.
8. Indebtedness
If Vendor, at any time during the term of this Agreement, incurs a debt, as that word is defined in
section 2-662 of the Code of Ordinances of the City of Baytown, it shall immediately notify the
City's Director of Finance in writing. If the City's Director of Finance becomes aware that Vendor
has incurred a debt, the City's Director of Finance shall immediately notify Vendor in writing. If
Vendor does not pay the debt within thirty(30) days of either such notification, the City's Director
Aereement for the Purchase of Goods,Page 5
of Finance may deduct funds in an amount equal to the debt from any payments owed to Vendor
under this Agreement, and Vendor waives any recourse therefor.
9. Verifications
If Vendor has ten (10) or more full-time employees and Vendor's total compensation under this
Agreement has a value of One Hundred Thousand Dollars ($100,000.00) or more, Vendor makes
the following verifications in accordance with Chapters 2271 and 2274 of the Texas Government
Code:
a. the Vendor does not boycott Israel and will not boycott Israel during the terns of
the contract to be entered into with the City of Baytown;
b. the Vendor does not boycott energy companies and will not boycott energy
companies during the term of the contract to be entered into with the City of
Baytown; and
C. the Vendor does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
10. Governing Law
This Agreement has been made under and shall be governed by the laws of the State of Texas.
The parties further agree that performance and all matters related thereto shall be in Harris County,
Texas.
11. Notices
Unless otherwise provided in this Agreement, any notice provided for or permitted to be given
must be in writing and delivered in person or by depositing same in the United States mail,postpaid
and registered or certified, and addressed to the parry to be notified, with return receipt requested,
or by delivering the same to an officer of such party. Notice deposited in the mail as described
above shall be conclusively deemed to be effective, unless otherwise stated in this Agreement,
from and after the expiration of three (3) days after it is so deposited.
For the purpose of notice, the addresses of the parties shall be as follows unless properly changed
as provided for herein below:
For the City:
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Vendor:
Southern Flowmeter, Inc
11152 Westheimer Rd#890
Houston, TX 77042
Agreement for the Purchase of Goods,Page 6
Each party shall have the right from time to time at any time to change its respective address and
each shall have the right to specify a new address, provided that at least fifteen (15) days written
notice is given of such new address to the other party.
12. No Third-Party Beneficiary
This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit
Vendor and the City only.
13. No Right to Arbitration
Notwithstanding anything to the contrary contained in this Agreement,the City and Vendor hereby
agree that no claim or dispute between the City and Vendor arising out of or relating to this
Agreement shall be decided by any arbitration proceeding, including, without limitation, any
proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State
arbitration statute, including, but not limited to, the Texas General Arbitration Act, provided that
in the event that the City is subjected to an arbitration proceeding notwithstanding this provision,
Vendor consents to be joined in the arbitration proceeding if Vendor's presence is required or
requested by the City of complete relief to be recorded in the arbitration proceeding.
14. Waiver
No waiver by either party to this Agreement of any tern or condition of this Agreement shall be
deemed or construed to be a waiver of any other tern or condition or subsequent waiver of the
same term or condition.
15. Complete Agreement
This Agreement represents the entire and integrated agreement between the City and Vendor in
regard to the subject matter hereof and supersedes all prior negotiations, representations or
agreements, whether written or oral, on the subject matter hereof. This Agreement may only be
amended by written instrument approved and executed by both of the parties. The City and Vendor
accept and agree to these terms.
16. No Assignment
Vendor may not sell or assign all or part interest in this Agreement to another party or parties
without the prior express written approval of the City Manager of such sale or assignment. The
City may require any records or financial statements necessary in its opinion to ensure such sale
or assignment will be in the best interest of the City.
17. Headings
The headings used in this Agreement are for general reference only and do not have special
significance.
18. Severability
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall
continue in full force and effect.
Agreement for the Purchase of Goods,Page 7
19. Ambiguities
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for
or against any party hereto on the basis that such party did or did not author the same.
20. Authority
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of which shall be deg d to lb an ginal, but all of which shall constitute but one
and the same Agreement on tVay o 201, the date of execution by the City
Manager of the City of Bayto
CITY OF BAYTOWN
AM epYT06y4, Cato F�y✓l� r1:XJT- Celt) � 2Y
ANGELA JA SO Ud( Cl
co
APPROVE A TO FORM: -1
SCOTT LE OND, City Attorney
Agreement for the Purchase of Goods,Page 8
VENDOR:
Southern Flowmeter, Inc.
Add Vendor's Le al Name
h �
(Signature)
J.R. Goodnight
(Printed Name)
President
(Title)
An_reement for the Purchase of Goods Page 9
STATE OF TEXAS §
COUNTY OF HARRIS§ I� n
Before me on this day personally appeared a� I%r oc r)� in his/her
U
capacity as St d— on behalf of such Ejuujmr+lr JAdd Vendor's
Legal Namel,
❑ known to me;
proved to me on the oath of or
proved to me through his/her current S :X1l-1'fe V15S
{description of identification card or other document issued by the federal
government or any state government that contains the photograph and signature of
the acknowledging person}
(check one)
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he/she executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this !a' day of .88Cilfif�_ 2023
ZYKHARIA JAMES Not lic " and for the State of Texas
Notary Public,State of lexas
0-2026
(6:My Comm.Exp.04.20-�026
ID No.13371769-1
Agreement for the Purchase of Goods,Page 10
EXHIBIT A
SCOPE OF WORK
IFB 053-23
ANNUAL LARGE WATER METER TESTING AND REPAIR OF NEPTUNE WATER
METERS
SPECIFICATIONS (MINIMUM):
SCOPE: The City of Baytown seeks competitive bids for large meter testing and repair of Neptune
meters for utilities. The purpose of these specifications is to describe the minimum requirements
of the City of Baytown for the annual large meter testing and repair of Neptune meters contract.
The quantities on this Invitation to Bid are estimates. These estimates are for acquainting the
bidder with probable quantities to be expected during the contract period. These estimates are not
intended to set forth minimum or maximum quantities of this contract and shall not be construed
as such. This contract is intended for routine and continuous usage. For large projects that occur,
the City of Baytown reserves the right to go out for bids.
REQUIREMENTS: Any variance in any item must be specified clearly under the Exceptions to
Bidder's Proposal by Bidder in order to have a valid bid. Any exceptions taken may be just cause
for disqualification.
QUANTITIES: The City of Baytown reserves the right to increase or decrease quantities for any
item dependent on available funding during the entire term of this contract for the same pricing.
Proposed quantities are estimates and may be subject to additions and/or deletions prior to award.
The successful bidder shall have no claim against the City for any anticipated profits for the quantities
called for, diminished or deleted.
DESCRIPTION: The City of Baytown Utility Billing Division will be conducting annual testing
and repairs of large water meters manufactured by Neptune to enhance accuracy and maintain water
accountability. A list of all meters with sizes and addresses will be provided upon awarding of bid.
The City of Baytown anticipates the following meter testing quantity:
a) 2" meters- 333 meters
b) 3"meters - 97 meters
c) 4" meters - 48 meters
d) 6"meters - 24 meters
e) 8" meters - 17 meters
0 10" meters - 17 meters
g) 16"meter— 1 mag meter
Testing will be performed according to AWWA Requirement Testing utilizing the
built-in test port on the meter to connect testing equipment. A by-pass shall be set up
Agreement for the Purchase of Goods,Page I I
whenever possible to avoid service interruption. Tests using a transit meter (ultrasonic
flow meter) may be approved on certain locations as a last resort. This MUST be
approved by the Utility Billing Manager or their designee BEFORE being used.
Additional testing may be required throughout the year at single locations to verify
meter performance.
The City of Baytown anticipates the following meter repairs quantity:
80 meters to be repaired.
It is unknown which meter sizes will need repair until after testing. All repairs will be
made using ORIGINAL EQUIPMENT MANUFACTURE'S MATERIAL (OEM)
parts.
There will be no charge for retesting a meter after repairs are made.
The following repairs are anticipated:
2"meters -measuring assembly, low flow assembly, high flow assembly,hi/low flow
assembly
3"meters—low flow assembly, high flow assembly, high/low flow assembly
4" meters—low flow assembly, high flow assembly, high/low flow assembly
6" meters—low flow assembly, high flow assembly, high/low flow assembly
8" meters—low flow assembly, high flow assembly, high/low flow assembly
10" meters - low flow assembly, high flow assembly, high/low flow assembly
16"mag meter—flow assembly
All meter testing and meter repairs will be bid separately,for each meter size. All items
will appear on the QuestCDN online bidding website.
PROJECT PLAN: All respondents shall upload a project plan. The project plan will consist of a
timeline of how testing and repair will be completed.
ACCEPTANCE AND NONCONFORMING STANDARDS: All service shall be accepted
subject to inspection, count and/or testing. A waiver on one occasion does not constitute a waiver on
future occasions.
EMPLOYEE IDENTIFICATION: Successful bidder shall insure the City of Baytown all vehicles
will be clearly labeled with the name of their company when performing services. In addition,
employees shall wear uniforms with company labels or wear identification badges at all times when
performing services for the City of Baytown. Company shall adhere to identification requirements or
be subject to termination of this contract.
CITY'S RIGHT TO REJECTION: Bids are to be submitted in accordance with the City
specifications. Each bidder must complete all required documents. Failure to do so may be used as
a basis for rejection of a bid. The City reserves the right to reject any and all bids,waive formalities,
or to proceed otherwise when in the best interest of the City.
Agreement for the Purchase of Goods,Page 12
DELIVERY/COMPLETION: Supplier shall schedule and complete work to be performed within
one hundred twenty(120)calendar days from issuance of the Work Order associated with testing and
repairs. It is the responsibility of the supplier to schedule testing and repairs with each business that
requires testing and repair. Supplier shall provide testing results to the Utility Billing Manager or
their designee on a bi-weekly schedule. Supplier shall provide addresses of scheduled repair work
with anticipated repair completion date to the Utility Billing Manager or their designee on a bi-weekly
schedule.
All work shall be coordinated with the Utility Billing Manager or designee
LIQUIDATED DAMAGES: If the awarded vendor should neglect, fail, or refuse to
complete the work required for final completion within the 120 days after the work order is
issued, or any proper extension that is granted in writing by the City, then the awarded
vendor hereby agrees, as a part of the consideration for the awarding of this contract, that
the City may withhold permanently from the awarded vendor's total Payment Amount the
sum of Fifty Dollars ($50) for each and every calendar day that the awarded vendor is in
default after the date stipulated for final completion as the case may be, not as a penalty,but
as liquidated damages for the breach of the Agreement.
AUDIT: Supplier shall provide the City of Baytown a line item report of COMPLETED testing
and repairs bi-weekly, or at any time requested during the term of this contract. The Utility Billing
Department requires that bi-weekly and weekly reports be provided to the Utility Billing Manager
or their designee no later than Monday mornings at 10:00 am, Central Standard Time.
REFERENCES: Bidder shall provide a list of customers to whom they have supplied the specified
services for the last three (3) years. Bidder shall provide a list of a minimum of three (3) customers
to whom Bidder has supplied the specified material,product,equipment,or service bid. The list shall
include the customer's name, address, telephone number, email and the name of an individual to
contact. References will be contacted.
INDEBTEDNESS:
IF BIDDER, AT ANY TIME DURING THE TERM OF THIS AGREEMENT,
INCURS A DEBT,AS THE WORD IS DEFINED IN SECTION 2-662 OF THE CODE
OF ORDINANCES OF THE CITY OF BAYTOWN, IT SHALL IMMEDIATELY
NOTIFY THE CITY'S DIRECTOR OF FINANCE IN WRITING. IF THE CITY'S
DIRECTOR OF FINANCE BECOMES AWARE THAT THE BIDDER HAS
INCURRED A DEBT, THE CITY'S DIRECTOR OF FINANCE SHALL
IMMEDIATELY NOTIFY THE BIDDER IN WRITING. IF THE BIDDER DOES
NOT PAY THE DEBT WITHIN 30 DAYS OF EITHER SUCH NOTIFICATION,
THE CITY'S DIRECTOR OF FINANCE MAY DEDUCT FUNDS IN AN AMOUNT
EQUAL TO THE DEBT FROM ANY PAYMENTS OWED TO THE BIDDER
UNDER THIS AGREEMENT, AND THE BIDDER WAIVES ANY RECOURSE
THEREFOR.
CONTRACT PERIOD: This is an annual contract for the period of one (1) year, from April 1,
2023, through March 31, 2023, although work completion dates allow for only one hundred twenty
Agreement for the Purchase of Goods,Page 13
(120) days for completion of all testing and repairs after issuance of the work order for same. This
contract may be renewed under the same terms and conditions for successive one-year periods,upon
the agreement of both parties. Each such renewal must be evidenced in writing and approved by the
appropriate authorities of each party. Such renewal shall be for the same compensation set forth in
the Invitation to Bid and prices may be adjusted to reflect a five percent(5%)per annum increase,up
to the maximum of a total 25% increase over the life of the contract. The contract life shall be no
more than five(5)continuous years including initial term and up to four(4)renewals. Contract value
is $160,000.00 annually.
Additionally, the Bidder understands and agrees that upon the City's written request, this contract
may be extended for a period of time, not to exceed two (2) months after the expiration of the
initial term or any renewal thereof, for the same compensation as the Bidder was receiving for the
goods and/or services during the expired term immediately preceding the extension. Nothing
contained herein, however, shall obligate the City during the extension period to renew and/or re-
let a contract with the Bidder for such goods and/or services. The City of Baytown may terminate
extension at any time for any reason without prior notice.
CONTRACT: The specifications included herein upon award shall become the legal and binding
contract.
RELEASE: The Bidder assumes full responsibility for its work performed hereunder and hereby
releases, relinquishes, and discharges the City, its officers, agents, and employees from all claims,
demands, and causes of action of every kind and character, including the cost of defense thereof,
for any injury to or death of any person (whether they be either of the parties hereto, their
employees, or other third parties) and any loss of or damage to property(whether the property be
that of either of the parties hereto, their employees, or other third parties) that is caused by or
alleged to be caused by, arising out of, or in connection with the Bidder's work to be performed
hereunder. This release shall apply with respect to the Bidder's work regardless of whether said
claims, demands, and causes of action are covered in whole or in part by insurance.
COMPLIANCE WITH LAWS: Bidder shall comply with all Federal and State laws and City
Ordinances and Codes applicable to the Bidder's operation under this contract. These
Specifications and the contract resulting herefrom shall be fully governed by the laws of the State
of Texas, and shall be fully performable in Harris County, Texas, where venue for any proceeding
arising hereunder will lie.
SILENCE OF SPECIFICATIONS: The apparent silence of specifications as to any detail, or
the apparent omission from it of a detailed description concerning any point, shall be regarded as
meaning that only the best commercial practice is to prevail and that only material and
workmanship of the finest quality shall be used. All interpretations of specifications shall be made
on the basis of this statement.
ASSIGNMENT: The successful bidder may not assign, sell or otherwise transfer this contract
without prior written consent of the City Council of the City of Baytown.
SEVERABILITY: If any section, subsection, paragraph, sentence, clause, phrase or word of
Agreement for the Purchase of Goods,Page 14
these requirements or specifications shall be held invalid, such holding shall not affect the
remaining portions of these requirements and the specifications and it is hereby declared that such
remaining portions would have been included in these requirements and the specifications as
though the invalid portion had been omitted.
CONTRACT TERMINATION: The City of Baytown reserves the right to terminate this contract
for any reason by notifying the contractor in writing thirty (30) days prior to the termination of this
agreement.
RIGHT OF ASSURANCE: Whenever one (1) party to this contract in good faith has reason to
question the other party's intent to perform, he may demand that the other party give a written
assurance of this intent to perform. In the event that demand is made and no assurance is given
within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of
this contract.
PRICING: The City of Baytown will not pay fuel surcharges or environmental fees. No travel
time will be considered. No mobilization fees will be paid.
Agreement for the Purchase of Goods, Page 15
EXHIBIT B
Annual Large Water Meter Testing and Repair of Neptune Meters(#8387191)
Owner:Baytown TX,City of
Solicitor:Baytown TX,City of
02/22/2023 01:00 PM CST
Vanguard Utility Southern
Service Inc Flowmeter,Inc.
Section
Title Line Item Item Code Item Description Quantity Unit Price Extension Unit Price Extension
Meter Testing $2,325.00 $1,500.00
1 053-01 2"Meters 1 $245.00 $245.00 $175.00 $175.00
2 053-02 3"Meters 1 $285.00 $285.00 $175.00 5175.00
3 053-03 4"Meters 1 $295.00 $295.00 $200.00 $200.00
4 053-04 6"Meters 1 $325.00 $325.00 $225.00 $225.00
5 053-05 8"Meters 1 $365.00 $365.00 $300.00 $300.00
6 053-06 10"Meters 1 $395.00 $385.00 $275.00 $275.00
7 053-07 16"Mag Meter 1 $425.00 $425.00 $150.00 $150.00
Meter Repair-Approximately 80 Meters to be repaired,size not yet
$34,316.57 $35,550.00
2"Meter repair,
8 053-008 measuring assembly 1 $985.95 $985.95 $650.00 $650.00
9 053-009 flow assembly y 1 $985.95 $985.95 $600.00 $600.00
2"meter repair,high
30 053-010 flow assembly 1 $985.95 $985.95 $900.00 $900.00
2"meter repair,hi/low
11053-011 flow assembly 1 $985.95 $985.95 $950.00 $950.00
3"meter repair,low
12 053-012 flow assembly 1 $1,509.58 $1,509.58 $700.00 $700.00
3"meter repair,high
13053-013 flow assembly 1 $1,509.58 $1,509.58 $1,200.00 $1,200.00
3"meter repair,hi/low
14053-014 flow assembly 1 $1,509.58 $1,509.58 $1,250.00 $1,250.00
4"meter repair,low
15 053-015 flow assembly 1 $1,674.10 $1,674.10 $700.00 $700.00
4"meter repair,high
16 053-016 flow assembly 1 $1,674.10 $1,674.10 $1,300.00 $1,300.00
4"meter repair,hi/low
17 053-017 flow assembly 1 $1,674.10 $1,674.10 $1,350.00 $1,350.00
6"meter repair,low
18 053-018 flow assembly 1 $2,508.70 $2,508.70 $700.00 $700,00
6"meter,high flow
19 053-019 assembly 1 $2,508.70 $2,508.70 $1,600.00 $1,600.00
6"meter repair,hi/lo
20 053-020 assembly 1 $2,508.70 $2,508.70 $1,650.00 $1,650.00
8"meter repair,low
21 053-021 flow assembly 1 $2,015.00 $2,015.00 5800.00 $800.00
8"meter repair,high
22 053-022 flow assembly 1 $2,015.00 $2,015.00 $1,550.00 $1,550.00
8"meter repair,hi/Io
23 053-023 flow assembly 1 $2,015.00 $2,015.00 $1,650.00 $1,650.00
10"meter repair,low
24 053-024 flow assembly 1 $2,416.88 $2,416.88 $800.00 $800.00
Agreement for the Purchase of Goods,Page 16
10"meter repair,high
25 053-025 flow assembly 1 $2,416.88 $2,416.88 $1,550.00 $1,550.00
10"meter repair,hi/lo
26 053-026 flow assembly 1 $2,416.88 $2,416.88 $1,650.00 $1,650.00
16"Mag meter,flow
27 053-027 assembly 1 $0.00 $0.00 $14,000.00 $14,000.00
Base Bid Total: $36,641.57 $37,050.00
Aereement for the Purchase of Goods,Page 17