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Item 4E Memo Item 4E M E M O R A N D U M (January 16, 2018) To: Shana Yelverton, City Manager From: Rob Cohen, Director of Public Works Subject: Approve an annual purchase agreement with Martin Marietta Materials, Inc. for aggregate street materials through an Interlocal Agreement (ILA) with the City of Grapevine in an amount not to exceed $150,000 Action Requested: Approve an annual purchase agreement with Martin Marietta Materials, Inc. for aggregate street materials through an Interlocal Agreement (ILA) with the City of Grapevine in an amount not to exceed $150,000. Background Information: Various divisions of Public Works require the purchase of aggregate materials such as cement treated road base (CTB), cement treated sand (CTS), and rock. These materials are necessary to repair street failures and to facilitate utility repairs under pavement. The City’s bidding process for this contract award was met through an interlocal agreement (ILA) with the City of Grapevine. Chapter 271 of the Texas Local Government Code allows governmental entities to enter into an ILA with other governmental entities to share contracts which have met the statutory bidding requirements as prescribed by the State of Texas. The City of Southlake has such an agreement with the City of Grapevine (Attachment A). In October 2017, the City of Grapevine City Council awarded contract number RFB458-2017 for the purchase of aggregate materials to Martin Marietta Materials, Inc. (Attachment B). This contract contains four one-year renewal options. Line item pricing is provided in the City Council packet (Attachment B). Martin Marietta Materials, Inc. is the sole source provider of CTB and CTS produced in a pug mill plant in the DFW Metroplex and its trademark SuperSlurry™ roadway product (Attachment D). These Item 4E Page 2 of 3 materials have a shelf life of approximately three hours and therefore, must be purchased locally. With the favorable pricing received in this contract and our experience with the vendor, staff recommends approval of the annual purchase agreement with Martin Marietta Materials, Inc. Financial Considerations: Funding for this contract is budgeted in the FY 2018 annual operating budget for the Streets and Drainage Division and the FY 2018 CIP PMA budget. Expenditures will not exceed budgeted funds. Prior to Martin Marietta Materials, Inc. purchasing TXI on July 1, 2014, the City purchased street materials from Martin Marietta Material, Inc. and TXI. For the last four fiscal years, the City has spent the following with Martin Marietta Materials, Inc.: • FY 2014, $ 163,253 • FY 2015, $ 154,087 • FY 2016, $ 149,225 • FY 2017, $ 69,643 • FY 2018, $ 2,194 (to date) Strategic Link: This item relates to the City’s strategy map focus areas of Infrastructure and Partnerships & Volunteerism. It specifically relates to the City’s Corporate Objectives of (B2) collaborate with select partners to implement service solutions and (F2) invest to provide and maintain high quality public assets. Citizen Input/ Board Review: N/A Legal Review: N/A Alternatives: The City Council may approve or deny this contract. Supporting Documents: Attachment A: Inter-local Government Agreement for Purchasing Attachment B: Grapevine 2017-2018 Contract Award Attachment C: Grapevine RFB 458-2017 Bid Tab Attachment D: Sole Source letter(s) – January 2, 2018 Attachment E: 2014 Announcement of Martin Marietta Materials, Inc. and TXI Merger Item 4E Page 3 of 3 Staff Recommendation: Approve an annual purchase agreement with Martin Marietta Materials, Inc. for aggregate street materials through an Interlocal Agreement (ILA) with the City of Grapevine in an amount not to exceed $150,000. Staff Contact: Rob Cohen, Director of Public Works Cristina McMurray, M.P.A, C.P.M, Deputy Director of Public Works ORIGINAL DOCUMENT CITY�QF SOUTHLAKE Council Action: Y N Ord,fRes. No. Date Approved 5 INTERLOCAL GOVERNMENTAL AGREEMENT FOR PURCHASING This Agreement is made and entered into by and between the cities of Keller, Texas, Southlake, Texas, Colleyville, Texas and Grapevine, Texas (hereinafter referred to as the "parties"), all of whom are governmental agencies within the State of Texas, acting by and through their duly authorized City Councils or City Managers. WHEREAS,the parties are political subdivisions of the State of Texas and are authorized to enter into an agreement with each other relative to governmental functions and services by the interlocal Cooperating Act,Texas Government Code,Chapter 791;and WHEREAS, the parties believe that cooperating in the purchasing of various goods, materials, equipment, supplies and services which both parties use in carrying out their governmental functions and services will enable the parties to obtain these goods, materials,equipment,supplies and services in better terms and/or prices than by making such purchases individually, and both desire to increase efficiency and effectiveness of such purchasing by acting jointly in competitively procuring selected goods,materials,equipment, supplies and services. NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,the parties agree as follows! t. AGREEMENT This Agreement shall take effect upon execution by both signatories and shalf remain in effect among those parties until notification of withdrawal from the Agreement is submitted to the City of Keller.All parties shall have the right to terminate this Agreement upon 30 days written notice. The Agreement may be amended administratively from time to time by existing parties to include additional cities who may wish to join this Agreement under its existing terms. 2. SCOPE AND IMPLEMENTATION It is the intent of the parties that the joint or cooperative purchasing through each other's agreements will be as broad as is allowed by applicable state statutes. Unless otherwise prevented by law, it is the intent of the parties that the parties may take part in joint purchase for goods,materials,equipment, supplies and services they may need to carry out their governmental functions, and that all parties will make reasonable efforts to allow the others to make purchases under its agreements. Any purchasing contract or purchase order shall be acknowledged by the supplier and shall be considered as being issued under this Agreement and shall be subject to all of the terms and conditions of this Agreement without the necessity of those being set out or specifically referred to in such purchasing contract or purchase order. 4. COMPUANCE WITH LAWS The parties hereby agree to abide by and obey all applicable local, state and federal laws and requirements,which apply to their respective procurement policies. It is specifically understood and agreed that whichever party is handling the preparation and processing of the joint invitations for bid shall comply with all legal requirements for competitive bidding which are applicable to both parties 5. NOTICES Any notices or other communication required or allowed to be given by one party to the other parties pursuant to this Agreement shall be electronically submitted, hand delivered,or mailed by United States Postal Service,proper postage affixed to the addresses shown below: To:City of Keller: Purchasing Technician 1100 Bear Creek Parkway P.O.Box 770 Keller,Texas 76244 Karla Parker(817)743-4030 Email Address: kparker@cityofkeller.com To:City of Southlake Purchasing Manager 1400 Main Street,Suite 440 Southlake,Texas 76092 Tim Slifka(817)748-8312 Email Address: tslifka@ci.southlake.tx.us To:City of Colleyville Strategic Services Manager 100 Main Street Colleyville,Texas 76034 Eric Eliwanger(817)503-1112 Email Address: eeliwanger@colleyville.com To:City of Grapevine Purchasing Agent 501 Shady Brook Drive,Suite 108 Grapevine,Texas 76051 Bob Smeby(817)410-3335 bsmeby@grapevinetexas.gov MiEnL conk wrM AmEmbrr iw PUNCMI NG - Page 2 s. GOVERNING LAW AND VENUE This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. This Agreement is entered into and is to be perforated, wholly or in part, in the State of Texas and in Tarrant County, Texas. In any action brought under the agreement, venue shall be exclusively in Tarrant County,Texas.In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. 7. MISCELLANEOUS PROVISIONS By execution of this Agreement,each party represents to the others that: a. In performing its duties and obligations hereunder, it will be carrying out one or more governmental functions or services,which it is authorized to perform; b. The undersigned officer or agent of the party has been properly authorized by that parry's governing body to execute this Agreement and that any necessary resolutions extending such authority have been duly passed and are now in effect. c. All payments required or permitted to be made by a party will be made from current revenues available to the paying parry;and d. All payments provided hereunder by one party to the other, if any,shall be such amounts as to fairly compensate the other party for the services or functions performed hereunder. a. CONSTRUCTION OF AGREEMENT This Agreement represents the full, final and complete agreement of the parties related to its subject matter and shall supersede any previous interlocal purchasing agreements between the parties. The Agreement may not be added to, contradicted or otherwise modified by evidence of prior or contemporaneous agreement or subsequent oral agreements or statements of either of the parties, nor by any writing not signed by all parties after the date of this Agreement. No representations, inducements, promises, or agreements, oral or otherwise, not embodied or incorporated herein shall be of any force or effect. In case of any apparent ambiguity or conflict among any of the terms or provisions of this Agreement, they shall be construed as nearly as possible as to effectuate each and all of such terms or provisions keeping in mind that the overriding purpose of this Agreement is the public purpose of increasing the efficiency and effectiveness of the respective purchases of goods, materials, equipment and supplies by the parties. IHFERLOC4 GOVERNMENTAL AGREEMENT FOR PURCHASING Page - - - - -- IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the dates below. City of Kele Texas: City, o Wke,T s: eBy: 3' yC• YjNAME: J7Ll j NAME: h w TITLE: ea& ewe4 .L.e. TITLE: m &'A W DATE: DATE: Jerre 5, ATTEST: ATTEST: , B By: (-'R NAME: NAME Itl�nIGI'Yio'cL Gcx�l TITLE: f 1/ TITLE: 6�4�9 SEE_ 2.'4 acJ— APPROVE tMAN GALITY APPR L S OF M GALITY By: By: t1'1" ' NAME: Y�Owm NAME:T/n"t G', rVd� TITLE: 4 t • Affr;#� TITLE: UTY 06-Tr6&0y City of Colleyville, Texas: City of G e,Tex By: By:� /L NAME: NAME: gYwu 4.Mbda w TITLE: TITLE: C — DATE: 20/ DATE: t 2 .� ATTE ATTEST: r. By B NAME: 6C1 Y 0 11 TI E: �JQ_ TITLE: C\ S� —\JI APPROVELdfF BY COUNI�IL 611511.2 APPROVED AS�TO FORM AND LEGALITY APPROV S TO FORM AND EGALITY By. A- ,y 1 B . NAME: 1 Ym`Y+� n+�L NAM �' E: 1I1 •00 e TITLE: `A A •+r+ TITLE: 1'I1C colieyme city council MAY15 = GOVERNMENTAL AGUSMEM FOR PURCHASING Page Approved I Annual Contract Sale of Goods This agreement made between the City of Grapevine, 200 S. Main St., Grapevine, Tarrant County, Texas; in this agreement referred to as Buyer and Martin Marietta Materials located at 10615 Spangler Road, Dallas, Dallas County, Texas; in this agreement referred to as Seller. SECTION ONE: DESCRIPTION OF SERVICES TO RE RENDERED: The goods provided under this agreement are described as Horticulture Chemicals and Fertilizers under the specifications listed in RFB 458-2017 as issued and approved by the City of Grapevine, Texas on October 3, 2017. The Seller shall provide all labor, material and services necessary at a high standard to provide these goods as agreed to by the Buyer and Seller. The award for this contract is for line items 2, 3, 13, 14, 16, 17, 18, 19 and 20 under RFB 458-2017. SECTION TWO: TERM OF CONTRACT The initial contract term shall begin on October 4, 2017 and end on October 3, 2018. SECTION THREE: OPTION TO RENEW This contract contains four one-year renewal options. Renewal options shall be in accordance with the date specified in Section Two of this agreement. If approved, the agreement shall renew by written notification of the Seller to the Buyer that the Seller will renew the contract for the next renewal period and a new blanket Purchase Order will be issued. The Seller shall have the right to decline in writing any request by the Buyer to renew the contract. The Buyer shall have the right to decline any offer made by the Seller to renew the contract. SECTION FOUR: OPTION TO TERMINATE AGREEMENT The Buyer and Seller will have the right and option to terminate the agreement for any reason upon thirty days written notice. Should the Seller default on any of the terms of this agreement or not be able to deliver goods within the delivery lead time offered, the Buyer shall have the right to cancel the agreement immediately and purchase the itemis from the best available source. SECTION FIVE: BLANKET ORDER FOR THE SALE OF GOODS Buyer shall order the items awarded per the blanket Purchase Order on a non-exclusive, "as needed", basis. Orders placed by the Buyer will be done so utilizing contract releases. New blanket Purchase Orders will be issued for each optional renewal period. SECTION SIX: ANNUAL PRICING AGREEMENT This agreement will contain a fixed pricing structure for the term of the agreement. All pricing shall remain firm during each contract or renewal period. If allowed by the terms of the original RFB, a price re- determination may be considered at the end of each renewal period. Any price adjustment requests must be accompanied by written support for the increase requested and must be approved in writing by the Buyer. If a price re-determination was not allowed under the original solicitation, then all pricing must remain firm during the original contract period and any renewal period. It is understood that quantities listed in the original solicitation or any subsequent documentls issued as an attachment to this contract are estimates and are NOT a commitment to buy any specific quantity, Page 1 of 7 SECTION SEVEN: SELLERS OBLIGATIONS The Seller shall fully and timely provide all deliverables ordered on an as needed basis and as described in the pricing attachment to this agreement and in the Sellers offer in strict accordance with the terms, covenants, and conditions of the RFB that shall be a part of this contract. Deliverables shall be made in accordance with all applicable Federal, State, and local laws, rules, and regulations. SECTION EIGHT: SELLER TO PACKAGE DELIVERABLES The Seller shall package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price. SECTION NINE: TITLE & RISK OF LOSS Title to and risk of loss of the deliverables shall pass to the Buyer only when the Buyer actually receives and accepts the deliverables. SECTION TEN: DELIVERY TERMS AND TRANSPORTATION CHARGES Deliverables shall be shipped F.O.B. point of delivery and within the delivery lead times offered in RFiB. The Seller's price shall be deemed to include all delivery and transportation charges. The Buyer shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be as specified by the requesting department. SECTION ELEVEN: RIGHT OF INSPECTION AND REJECTION The Buyer expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non- conforming deliverables. SECTION TWELVE: INVOICES The Seller shall submit separate invoices per purchase release after each delivery. If partial shipments or deliveries are authorized by the Buyer, a separate invoice must be sent for each shipment or delivery made. Invoices must indicate the purchase order number and release number. Invoices shall be itemized and transportation charges, if any, shall be listed separately, A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. Unless otherwise instructed in writing, the Buyer may rely on the remittance address specified on the Seller's invoice, Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The Buyer will furnish a tax exemption certificate upon request. SECTION THIRTEEN: PAYMENT ON RECEIPT Buyer shall make payment for the goods at the time when, and at the place where, the goods are received by Buyer. All proper invoices received by the Buyer will be paid within thirty days of the Buyer's receipt of the deliverables or of the invoice, whichever is later. If payment is not timely made, interest shall accrue on the unpaid balance at the lesser of one percent per month or the maximum lawful rate; except, if payment is not timely made for a reason for which the Buyer may withhold payment hereunder, interest shall not accrue until ten days after the grounds for withholding payment have been resolved. If partial shipments or deliveries are authorized by the Buyer, the Seller will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. The Buyer may withhold or set off the entire payment or part of any payment otherwise due the Seller to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Seller; ii. third party claims, which are not covered by the insurance which the Seller is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Seller to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the Buyer or the Buyer's agents, employees or contractors, which is not covered by insurance required to be provided by Page 2of7 the Seller; v. reasonable evidence that the Seller's obligations will not be completed within the time ,specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Seller to submit proper- invoices with all required attachments and supporting documentation; or vJ. failure of the Seller to comply with any materia' provision of the Contract Documents, The Buyer's payment obligations are payable only and solely from funds appropriated and available for the purpose of this purchase. The absence of appropriated or other lawfully available funds shall render the Contract nulf and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to the Seller, SECTION FOUf;TEEN: RM DI= LO S The risk of ioss from any casualty to the goods, regardless of the cause, shall be the responsibility of the Seiler until the goods have been accepted by the Buyer. SECTION FIFTEEN: WARRANTY OF No ENCUIUIaRANCES Seiler warrants that the goods are now free, and that at the time of delivery shall be free from any security interest or other lien or encumbrance. SECTION SIXTEEN: WARRANTY OF PRICE �e� � -t��.r-aT�-rrrr�fri�;.#�*rr-t - te'erret�t�pr�es�rrr-orrt ,r -af-use`The Seller certifies that all prices have IK r been arrived at independently without consultation, communication, or agreement for the purpose of ���•1� restricting competition, as to any matter relating to such fees with any ether firm or with any competitor--fr SECTION SEVENTEEN: WARRANTY OF DELIVERABLES The Seller warrants and represents that all deliverables sold the Buyer under the Contract shall € -->specifications,,.�d,raaaai ..and descriptions in the Solicitation, to any samples furnished by the Seller, to the terms, covenants and conditions of the Contract, and to all applicable State. Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the contract, the deliverables shall be new and not used or reconditioned. The Seller may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. Unless otherwise specified in th ontra t or in the solicitation, which has been made a part hereof, the warranty period shall be at leas from the date of acceptance of the defiverables or from the date of acceptance of any replacement deliverables. If du0ncg the warranty period, one or more of the above warranties are breached, the Seller shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the Buyer's option and at no additional cost to the Buyer. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs, shall be borne exciusivcly by the Seller. The Buyer shall endeavor to give the Seller written notice of the breach of warranty within thirty (30) days of discovery of the breach of warranty: but failure to give timeiy notice shall not impair the Buyer's rights. If the Seller is unable or unwilling to repair or replace defective or nonconforming deliverables as required by the Buyer, then in addition to any other available remedy, the Buyer may purchase conforming deliverables from other- sources. In such event, the Seller shall pay to the Buyer upon demand the increased cost, if any, incurred by the Buyer to procure such deliverables frorn another source. If the Seller is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Seller shall transfer and assign such manufacturer's warranty to the Buyer. if for any reason the manufacturer's warranty cannot be fully transferred to the Buyer, the Seller shall assist and cooperate with the Buyer to the fullest extent to enforce such manufacturer's warranty for the benefit of the Buyer, Page 3 of 7 SECTION EIGHTEEN: WARRANTY OF TITLE Seller warrants that at the time of signing this agreement, Seller neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to the rights of Seller in the goods. SECTION NINETEEN: RIGHT OF INSPECTION Buyer shall have the right to inspect the goods on arrival and, within ten business days after delivery, Buyer must give notice to Seller of any claim for damages on account of condition, quality or grade of the goods, and Buyer must specify the basis of the claim of Buyer in detail. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by Buyer. SECTION TWENTY: DEFAULT The Seller shall be in default under the Contract if the Seller (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under the contract, or (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States. SECTION TWENTY-ONE: FRAUD Fraudulent statements by the Seller during the contract term shall be grounds for the termination of the Contract for cause by the Buyer and may result in legal action. SECTION TWENTY-TWO: INDEMNIFICATION For the consideration included in the proposal price, Seller shall pay, indemnify, and save harmless, the City, its agents, guests, consultants, invitees, and employees, from all suits, actions, claims, demands, losses, expenses, including attorney's fees, costs, and judgments of every kind and description to which the City, its agents, guests, consultants, invitees, or employees may be subjected to by reason of injury to persons or death or property damage, resulting from or growing out of any act of commission, omission, negligence, or fault of the contractor and his subcontractors, their agents or employees, committed in connection with this contract, contractor's performance hereof, or of any work performed hereunder. Seller and his subcontractors shall indemnify and save harmless the City, its agents, or employees and consultants from and against all claims, demands, actions, suits, damages, losses, expenses, costs including attorney's fees, and judgments of every kind and description arising from, based upon, or growing out of the violation of any Federal, state, county, or city law, bylaw, ordinance or regulation by the contractor, its agents, trainees, invitees, servants, and employees. SECTION TWENTY-THREE: WAIVER OF SUBROGATION The Seller and his subcontractors shall require their insurance carrier, with respect to all insurance policies, to waive all rights of subrogation against the City of Grapevine, Texas, its commissioners, partners, officials, directors, officers, agents, and employees and against all other contractors and subcontractors. SECTION TWENTY-FOUR: NOTICES Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, fax, or other commercially accepted means. Notices to the Seller shall be sent to the address specified in the Seller's Offer, or at such other address as a party may notify the other in writing. Notices to the Buyer shall be addressed to the City of Grapevine at 501 Page 4 of 7 Shady Brook, Room 108, Grapevine, Texas 76051 and marked to the attention of the Purchasing Division. SECTION TWENTY-FIVE: JURISDICTION AND VENUE The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V,T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Tarrant County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the Buyer to seek and secure injunctive relief from any competent authority as contemplated herein. SECTION TWENTY-SIX: MATERIAL SAFETY DATA SHEETS (MSDS SHEETS) All deliverables shall include a Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance. Deliverables received that does not have an accompanying Material Safety Data Sheet (MSDS) sheet shall be refused by the Buyer. The Seller agrees to deliver all containers properly labeled. Failure to submit a Material Safety Data Sheet (MSDS) sheet and/or label on each container will place the Seller in non-compliance under the contract and may be cause to cancel the contract. SECTION TWENTY-SEVEN: INVALIDITY The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract 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 Contract from being void should a provision which is the essence of the Contract be determined to be void. SECTION TWENTY-EIGHT: DOCUMENTS INCLUDED WITH THIS CONTRACT The following documents shall be made a part of and will be included with this contract: • Blanket Purchase Order • Line Items Awarded Page 5 of 7 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and elate first written above. SELLER: By Sig,Katuro �Co pany Nam ♦/1'D_ . ✓�_ +ram Typed/Printed Nam Company Address Company Title City State zip THE STATE OF TEXAS § COUNTY OF DAtLAS § Seller Acknowledgment BEFORE ME, the ndersi ned authority, a Notary Public in and for the State of Texas, on this day personally appeared € nown to me to be the person and officer whose name is subscribed io the foregoing instrument, and acknowledged to me that he/she executed same for and as the act of a Texas corporation, and as thereof, and for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the day ofokL, 201T �"i�tkklilflll�l�/ Notary Public In and or the St to of Texas Notary's Printed Name ,Q 9�OFT'EI•Ay My Commission Expires,VIA _ !� •• P/AE � �. "—A ''•'''rr,rr�rrrkk�ti��'� Page 6 of 7 BUYS By tkl City of Grapevine Sig it L Company Name o umbe ow 200 S. Main St. Typed/Printed Name Company Address 14City Manager Grapevine, Texas 76051 Title City State Zip THE STATE OF TEXAS§ Buyer Acknowledgement COUNTY OF TARRANT§ BEFORE ME the undersignA110b:5 authority, a Notary Public in and for the State of Texas, on this day personally appeared j enY!f �-T , known to me to be a person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she executed ame for pnd as the act of the City of Grapevine, Texas, a Texas municipal corporation, and as 5-s i C thereof, and for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE on this t day of , 2017. Notary Public In d For the State of Texas S PORTER E of TexasNotary PubiiC,StateComm.Expires 08-08-2021` Notary ID 554606-4 Notary's Printed Name (� My Commission Expires: Page 7 of 7 The City of Grapevine, Texas (Grapevine TX Purchasing) Supplier Response Bid Information Contact Information Ship to Information Bid Creator Lance Wright Purchasing Address 501 Shady Brook Drive Address 501 Shady Brook Drive Coordinator Suite 108 Suite 108 Email Iwright@grapevinetexas.gov Grapevine,TX 76051 Grapevine,TX 76051 Phone (817)4103336 Contact Lance Wright Contact Lance Wright Fax (817)4103066 Purchasing Purchasing Department Department Bid Number RFB 458-2017 Building Service Center Building Service Center Title Supply of Aggregate 108 108 Materials Floor/Room Floor/Room Bid Type Request for Bid Telephone (817)4103336 Telephone (817)4103066 Issue Date 8/24/2017 07:11 AM(CT) Fax (817)4103066 Fax Close Date 9/14/2017 02:00:00 PM(CT) Email Email Iwright@grapevinetexas.gov Iwright@grapevinetexas.gc Supplier Information Company Martin Marietta Materials Address 10615 Spangler Road Dallas, TX 75220 Contact Department Building Floor/Room Telephone (972)409-3240 Fax (972)501-9304 Email Dan,Richwine@martinmarietta.com Submitted 9/12/2017 10:41:35 AM(CT) Total $465,625.00 By submitting your response,you certify that you are authorized to represent and bind your company. Signature Christopher C.Moretti __ Email Christopher.Moretti@MartinMarietta.com Supplier Notes Bid Notes The City of Grapevine is soliciting sealed bids from qualified vendors for a fixed priced annual contract for various aggregate materials on an as-needed basis for the various departments in the City of Grapevine.The contract will be for an initial one-year period with options to renew for four additional one-year periods. The bid will be awarded to the lowest responsible/responsive bidder meeting or exceeding specifications in accordance with the provisions of the current Texas Local Government Code Title 8. The intent is to award to one vendor as an annual contract but may be awarded to multiple vendors if deemed in the best interest of the City.The RFB documents may be viewed and obtained by registering online through the City's eBid system found on the Grapevine Purchasing webpage: http://www.grapevinotexas.gov/ Bid Activities RFB 458-2017- Martin Marietta Materials- Page 1 of 5 Bid Messages Bid Attributes Please review the following and respond where necessary # Name Note Response 1 Bid Cerifcation Digital signature BIDDERS CERTIFICATION Chris Moretti I,the undersigned, by digitally signing, agree that I have read and understand all of the terms and conditions, specifications, and requirements contained on each page of this invitation to Bid.I also understand that if this proposal is accepted by The City of Grapevine that all of the terms and conditions, specifications, and requirements submitted in my proposal and any additicns, changes,or deletions made during negotiations will be made a part of this proposal under a binding contract between my company and the City of Grapevine,Texas. 1 also certify that this proposal is made without previous understanding, agreement, or connection with any person,firm,or corporation making a proposal for the same materials,and is in all fair and without collusion or fraud, By entering your name in the field provided,you are accepting the terms of this bid.You agree that your typed name will serve as your electronic digital signature, RFB 458-2017- Martin Marietta Materials-Page 2 of 5 Line items # Qty UOM Description Response 1 1,000 ton 2:27 Sand Cement, Delivered $43.00 Item Notes: Supplier Notes:2:27 Sand does not meet the 112"sieve requirements. (%89.4 passing on requirements of%95-100) 2 1,000 ton 2:27 Sand Cement, Pickup $32.50 Item Notes: Supplier Notes:2:27 Sand does not meet the 112"sieve requirements. (%89.4 passing on requirements of%95-100) Plant Pickup Address -10615 Spangler Road Dallas,TX 3 200 ton Top Dressing Sand Bells Savoy, Delivered $33.00 Item Notes: Supplier Notes: 4 200 ton Tap Dressing Sand Bells Savoy, Pickup $20.00 Item Notes: Supplier Notes: 5 600 ton Tee Box Sand East Texas Silica, Delivered No Bid Item Notes: Supplier Notes: 6 50 ton Kosse Golf Silica Sand, Delivered No Bid Item Notes: Supplier Notes: 7 800 cubic yd Screened Sandy Loam Top Soil, Delivered No Bid Item Notes: Supplier Notes: 8 800 cubic yd Screened Sandy Loam Top Soil, Pickup No Bid Item Notes: Supplier Notes: RPB 458-2017- Martin Marietta Materials-Page 3 of 5 9 1,000 cubic yd Unwashed Cushion Sand, Delivered $32.50 Item Notes: Supplier Notes:UNIT PRICE IS MEASURED PER TON-($32.50 PER TON)Conversion factor is approx 1.75 tons per CY 10 1,000 cubic yd Unwashed Cushion Sand, Pickup $21.00 Item Notes: Supplier Notes:UNIT PRICE IS MEASURED PER TON-($21.00 PER TON)-Conversion factor is approx 1.75 tons per CY- Pickup at Spangler Road Plant-10615 Spangler Road 11 800 ton Washed Limestone 1 inch, Delivered $22.50 Item Notes: Supplier Notes:CHICO QUARRY 12 800 ton Washed Limestone 1 inch, Pickup $13.00 Item Notes: Supplier Notes:CHICO QUARRY 13 3,000 ton Cement Treated Base CTB, Delivered $38.00 Item Notes: Supplier Notes: 14 3,000 ton Cement Treated Base CTB, Pickup $26.50 Item Notes: Supplier Notes:Plant Pickup Address -10615 Spangler Road-Dallas,TX 15 1,500 ton Flexible Base, Delivered $18,00 Item Notes: Supplier Notes: 16 1,500 ton Flexible Base, Pickup $8.00 Item Notes: Supplier Notes: RFB 458-2017- Martin Marietta Materials- Page 4 of 5 17 1,500 ton Rap Rock 6 to 8 inches, Delivered $23.00 Item Notes: Supplier Notes:GABION 4 X 6 CHICO QUARRY 18 1,500 tan Rap Rock 6 to 8 inches, Pickup $13.00 Item Notes: Supplier Notes:GABION 4 X 6 CHICO QUARRY 19 250 ton Rap Rock 9 to 12 inches, Delivered $28.00 Item Notes: Supplier Notes:GABION 8 X 12 CHICO QUARRY 20 250 ton Rap Rock 9 to 12 inches, Pickup $16.50 Item Notes: Supplier Notes:GABION 8 X 12 CHICO QUARRY Response Total: $465,625.00 RFB 458-2017- Martin Marietta Materials -Page 5 of 5 INTERLOCAL AGREEMENT CLAUSE; Several Governmental entities around the City of Grapevine participate in interlocal agreements with the City of Grapevine. Should the governmental.entities elect to particiRate in this contract would you, (the vendor), agree that Wterms, conditions s ecif!cations and pricing would apply? YES NO If checked yes, the following will apply: Governmental Entities utilizing internal Government contracts with the City of Grapevine will be eligible, but not obligated, to purchase materialslservices under the contract(s) awarded under as a result of this solicitation. All purchases by Governmental Entities other than the City of Grapevine will be billed directly to that Governmental Entity and paid by the Governmental Entity. City of Grapevine will not be responsible for another Governmental Entity's debt. Each Governmental Entity will order materials or services as needed. Client Work History Three References List the three most recent contracts as per the specifications. i. Client Nam[e`I`—camrkcow+� Contact Dame; Phone Number: 1-7 157` q 0 SD Dates of Service: F G to- f c es e',%+ Brief description of service provided: 2. Client Name: C4 a u*[a�e- Contact Name: -yd O t PhoneNumber: t� Dates of Service: �'a o E t ` Pip S�;t Brief description ofservice provided: Cemeat tjra.#,tj Sand ICfJWM� 3. Client Name: � aJF QS ContactName: I AAI Q G0RZ&te.S Phone Number: a 11 -15 Dates of Service: � � `�' ' � Brief description of serviceprovided: C .m sk .w Le* tr,-t CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code,by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the Data Received vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 71h business day after the dale the vender becomes aware of facts that require the statement to be filed. See Section 176.00E{a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. t blame of vendor who has a business relationship with local governmental entity. 0 Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date an which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government offlcer about whom the information is being disclosed. Name of Officer 4 Describe each employment or other business relationship with the local government officer,or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form ClQ as necessary,. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? aYes El Na B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? ElYes El No Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an off leer or director,or holds an ownership interest of one percent or more. 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gilts as described m tion 176.003(a)(2)(S), excluding gifts described in Section 176.003(a-1). 7 gn of vendor mg business with the governmental entity Date Form provided by Texas Ethics Commfssion www.ethics.state.tx.us Revised 1113012015 Martin /AMariettc January 2, 2018 City of Southlake 1400 Main Street Suite 440 Southlake,TX 76092 Attn: Joe Walsh Martin Marietta produces and markets cementitious products such as cement treated base and cement stabilized sand through its Cement Treated Materials (CTM) division. These products are produced at an optimum moisture content that require compaction during placement. Due to the low moisture content, it is best that these products be produced in a pug mill plant so as to provide acceptable consistency. Martin Marietta has been producing and distributing these products from our pug mill(s) throughout the DFW area for over 35 years. To the best of our knowledge,we are the only company that produces cement treated base and sand products to the general public in the DFW area. We currently provide these products to several municipalities in North Texas. Please contact me if you have further questions or require more information. Sincerely, rshall p n General anager CTM Martin Marietta Cement Treated Materials 10615 Spangler Road, Dallas,TX 75220 t. (972)409-3240 f. (972) 501-9304 sUPERSLURRY- www.martinmarietta.com /AMartin Manettc January 2, 2018 City of Southlake 1400 Main Street Suite 440 Southlake,TX 76092 Attn: Joe Walsh Martin Marietta produces and markets SuperSlurryTM which is a liquefied cementitious system that converts powder products into slurry form for various applications including stabilization. At significant costs, Martin Marietta has developed and patented the processes and components required to manufacture SuperSlurryT" products. We protect the proprietary nature of the products and processes so that only licensed suppliers are allowed to produce and market SuperSlurryT"° in designated geographical areas. Although Martin Marietta has engaged in licensee agreements in several locations throughout the United States, we have chosen to retain the production and marketing rights in North Texas for all SuperSlurryTM products therefore becoming the sole supplier of these products in this area. Please contact me if you have further questions or require more information. Sincerely, M shall p n General'Manager CTM Martin Marietta Cement Treated Materials (10 10615 Spangler Road, Dallas,TX 75220 t. (972)409-3240 f. (972) 501-9304 SUPERAURRY- www.martinmarietta.com Martin Marietta Materials RE: Combination of Martin Marietta Materials,Inc.and Texas Industries,Inc. July 2,2014 Dear CITY OF SOUTHLA.KE, Thank you for your continued support since the announcement of the agreement i1�i ygeqj in anetlta Materials, Inc. ("Martin Marietta )and Texas Industries,Inc.( TXP)to combine the businesses. Today I am writing you to provide an update on the transaction's status,highlight select customer benefits,the combined company offers, introduce Martin Marietta's new Cement Division, and reiterate our unrelenting focus on serving your construction materials needs. I am pleased to announce the closing of the Martin Marietta and TXI combination. Under the terms of the transaction, TXI has become a wholly owned subsidiary of Martin Marietta as of July 1,2014. Martin Marietta now offers your business more value, choice, and convenience than ever before, and our team is only enhanced with the addition of highly experienced TXI colleagues. In addition, our expanded product line includes aggregates, cement, and ready-mix concrete products across a broader geographic footprint connected by an industry- leading distribution network.As a result,Martin Marietta can supply you more products in more markets, It is also a distinct privilege to introduce Martin Marietta's newly established Cement Division. Led by industry veteran Bob Kidnew,the Cement Division operates two strategically located cement plants in Texas—one in Midlothian and one in New Braunfels —and will work closely with our Southwest Division to provide your business with a wider range of products and expertise.Along with the Southwest Division,the Cement Division is based in Dallas,TX. On behalf of local and regional Martin Marietta team members, we are genuinely excited about the combined company's offering and the prospect of expanding our relationship with you. Our most important job remains meeting your construction materials needs safely and on-time.We will continue to work tirelessly to earn your business and trust. Please contact me,regional management,or your sales representative with any questions, Sincerely, Larry Roberts Southwest Division President Martin Marietta Materials,Inc CITY OF SOUTHLAKE C/O FINANCE-A/P 1400 MAIN STREET STE.440 SOUTFILAKE,TX 76092