HomeMy WebLinkAboutOrdinance No. 16,585 (Item 9.d.)ORDINANCE NO. 16,585
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
ACCEPTING THE BID OF PVS DX, INC. FOR THE ANNUAL SULFUR DIOXIDE
CONTRACT AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN
THE AMOUNT NOT TO EXCEED SEVEN HUNDRED THIRTY-THREE THOUSAND
NINE HUNDRED TWENTY AND NO/100 DOLLARS ($733,920.00); 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 Sulfur Dioxide Contract to be received May 19,
2026; 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 Baytown City Hall at 2:00 p.m., Tuesday,
May 19, 2026, 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 hereby accepts the bid of PVS DX,
Inc., for the Annual Sulfur Dioxide Contract in an amount not to exceed SEVEN HUNDRED THIRTY-
THREE THOUSAND NINE HUNDRED TWENTY AND NO/100 DOLLARS ($733,920.00) and
authorizes payment thereof over the term of the contract.
Section 2: That the total not to exceed amount for the three-year term of the agreement is $
SEVEN HUNDRED THIRTY-THREE THOUSAND NINE HUNDRED TWENTY AND NO/ 100
DOLLARS ($733,920.00). The annual appropriation for FY 2027 is an amount not exceed TWO
HUNDRED FORTY-FOUR THOUSAND SIX HUNDRED FORTY AND NO/100 DOLLARS
244,640.00). Subsequent years' payments are subject to annual appropriation by the City Council. No
obligation exists beyond current appropriations.
Section 3: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to an Agreement for the Purchase of Sulfur Dioxide
with PVS DX, Inc. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for
all intents and purposes.
Section 4: 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 (25%) without the consent of the contractor
to such decrease.
Section 5: 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 he City Coun of the City of
Baytown this the 10th day of September, 2026.
CHARLES JOHNSON, Mayor
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
SCOTT LEMOND, City Attorney
R:\Ordinances and Resolutions\Ordinance Drafts\2026-09-10\Ord -Awarding Annual Sulfur Dixode Contract to PVS DX.kh. docx
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EXHIBIT "A"
AGREEMENT FOR THE PURCHASE OF SULFUR DIOXIDE
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement (this "Agreement") is entered into by and between PVS DX 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 110 cylinders of Sulfur Dioxide_(the "Goods") for and on
behalf of the City. This Agreement shall commence on the date of execution by the City Manager
or his designee and shall terminate:
upon delivery of the Goods in accordance with paragraph 2;
Thirty six months, (36) months following execution by the Director, allowing for up to
two (2) annual renewals at the option of the City; or
the earlier of delivery of the Goods in accordance with paragraph 2 or number of
months/days (spelled out) (number of months/days [numerical]) months/days
following execution by the Director, allowing for up to number of options (spelled out)
number of options [numerical]) annual renewals at the option of the City.
The Scope of Work from IFB #26-05141 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 Seven Hundred Thirty -Three Thousand and
Nine Hundred and Twenty Dollars ($733,920.00) for delivery of the Goods as
follows:
i. Year One...................................................................................$244,640.00
ii. Year Two..................................................................................$244,640.00
YearThree.................................................................................$244,640.00
iv................................................................................................................$0.00
V. .....................................................................................$0.00
vi. Total Not to Exceed..................................................................$733,920.00
b. Vendor shall not exceed the fixed contractual amount without written authorization
in the form of a contract amendment. Vendor agrees that all obligations of the City
for payment under this Agreement are subject to an annual appropriation of funds
by the city council and this Agreement does not impose any obligation upon the
City to levy or collect taxes.
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
Agreement for the Purchase of Goods Page 1 Rev. 3/18/2026
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 Govetnrnent 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
this chapter, the opposing party, which may be the City or Vendor, shall pay the
reasonable attorney fees of the prevailing party.
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 or
his designee.
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:
Agreement for the Purchase of Goods Page 2 revised 3i 18/206
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
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:
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.
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.
Agreement for the Purchase of Goods, Page 3 revised 3/18/206
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.
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
Agreement for the Purchase of Goods, Page 4 revised 3/18/206
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
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
Agreement for the Purchase of Goods, Page 5 revised 3/18/206
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 tern1 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
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 term 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 fiream1 entity or fireann 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 party 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:
Agreement for the Purchase of Goods, Page 6 revised 3/ 18/206
CITY OF BAYTOWN
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522-0424
For Vendor:
PVS DX INC.
1919 Jacintoport Blvd
Houston, TX 7701S
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 term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term 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 or his designee 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.
Agreement for the Purchase of Goods, Page 7 revised 3%18i206
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.
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 deemed to be an original, but all of which shall constitute but one
and the same Agreement on the _ day of 20_, the date of execution by the City
Manager or his designee of the City of Baytown.
CITY OF BAYTOWN
Signature)
Printed Name)
Title)
ATTEST:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
Aireement for the Purchase of Goods, Page 8 revised 3/18/206
Signature)
Printed Name)
Title)
VENDOR:
PVS DX Inc
j(E JL,,.,-
Signature)
Kurt R. Filer
Printed Name)
President
Title)
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Kurt R. Filer, in his/her capacity as President, on
behalf of such PVS DX, Inc.
RI known to me;
proved to me on the oath of ; or
proved to me through his/her current
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 22nd day of July 2026
BEVERLEY S. BATES1'a:.. • .
Notary Public, State of Texas
ti x Comm. Expires 02-06-20270'ha` Notary ID 12446160-0
11
61-4'11—i110
r
Notary Public in and for the State of Texas
RAScott\Contracts\Contract Templates\Goods Template -Non Grant (Fillable).docx
Agreement for the Purchase of Goods, Page 9 revised 3/ 18/206
Exhibit A
City of Baytown
BID IFB 26-0514
Multi Year Sulfur Dioxide Contract
We are pleased to extend the following quote for your container invoices:
Product: Sulfur Dioxide
Package Size: 1 Ton Cylinders
Quantity: 1 Cylinder
Price Per Container: $2,224.00
Total Rental Price : $50. 00
Month Extended Pricing: $2,24.00
Price Valid: March 2026
PVFS
chemistry for daily lifeIyI7JdGIIUJPVIIDIU
Houston, TX 77015
Please note that this is a quote based on historical requirements. Any increase or decrease in
inventory will increase the total invoiced amount by container ordered. Price quoted, includes
regular deliveries, Monday through Friday 8 a.m. through 5 p.m. Standard fuel surcharge and
hazardous material handling fees may apply. Standard Payment Terms are NET 30. You may place
your orders by calling customer service at 281.457.4848. or emailing dxics@pvschemicals.com We
appreciate your business, please let me know if I can be of any additional support.
Alex Cobarrubias
Territoy Manager
PVS DX Inc.
713.551.3455
acobarrubias(@pvschemicals.com