R-2018-5911 - 9/27/2018 RESOLUTION NO. R-2018-5911
WHEREAS, the City of Round Rock has duly advertised for bids to purchase certain on-site
services in the nature of general building construction trades services (masonry) to be performed on
and in various commercial and residential City-owned or City-occupied buildings on a directed as-
needed basis, and for associated goods and services; and
WHEREAS, Section 252.043 of the Texas Local Government Code requires a city to award a
contract to the lowest responsible bidder or to the bidder who provides goods or services at the best
value for the city based on criteria set forth in §252.043(b); and
WHEREAS, the City has determined that Partners Remodeling Restoration and
Waterproofing, LLC will provide said goods and services at the best value for the City; and
WHEREAS, the City Council wishes to accept the bid of Partners Remodeling Restoration and
Waterproofing, LLC,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Purchase of General Building Construction Trades Services (Masonry Trade) from
Partners Remodeling Restoration and Waterproofing, LLC, a copy of said Agreement being attached
hereto as Exhibit"A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
01 12.1804,00409605
RESOLVED this 27th day of September, 2018.
A M z
CRAIG M RGAN, or
City of Round Roc exas
ATTEST:
2x
SARA L. WHITE, City Clerk
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EXHIBIT
„A„
CITY OF.ROUND ROCK AGREEMENT
FOR PURCHASE OF GENERAL.BUILDING CONSTRUCTION
TRADES SERVICES (MASONRY TRADE) FROM
PARTNERS REMODELING RESTORATION AND WATERPROOFING,, LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
This Agreement for on-site services in the nature of general building construction trades
services (masonry) to be performed on and in various coifirnercial and residential City-owned or
City-occupied buildings on a directed as-needed basis, and for related goods and services,
referred to herein as the "Agreement," is made and entered into on this the day of the
month of aw__ 2018, by and between the CITY OF ROUND ROCK, TEXAS, a
home-rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas
78664, referred to herein as the "City," and PARTNERS REMODELING RESTORATION
AND WATERPROOFING, LLC, referred to herein as "Partners." This Agreement supersedes
and replaces any previous agreements between the named parties, whether oral or written, and
whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase certain on-site services in the nature of general
building construction trades services (masonry) to be performed on and in various commercial
and residential City-owned or City-occupied buildings on a directed as-needed basis, and
associated goods and services, and City desires to purchase same from Partners; and
WHEREAS, City has issued its "Invitation for Bid'' for the provision of said goods, and
City has selected the bid submitted by Partners; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights,duties, and obligations;
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Partners whereby
City is obligated to buy specified services and Partners is obligated to sell same. The Agreement
includes the following: (a) City's Invitation for Bid designated Solicitation Number 18-008 (b)
Partners' Response to IFB; (c) contract award; and (d) any exhibits, addenda, and/or
00405943 ss?
amendments thereto. Any inconsistencies or conflicts in the contract documents shall be
resolved by giving preference in the following order:
(I) This Agreement;
(2) Partners' Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities, or equipment.
T. Partners means Partners Remodeling Restoration & Waterproofing, LLC or any
of its successors or assigns.
2.01 EFFECTIVE DATE,INITIAL TERM,AND ALLOWABLE RENEWALS
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall be for sixty (60) months frorn the effective date
hereof.
C. Prices shall be firm for the duration of this Agreement and for any renewal
periods. No separate line item charges shall be permitted for invoicing purposes, including but
not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other
extraneous charges. City may permit "unit price" adjustments upwards only in accordance with
Part III, Item 6 of City's Invitation for Bid included as a part of Exhibit"A," attached hereto and
incorporated herein by reference for all purposes. Any price increase shall be requested by
Partners in writing and accompanied by the appropriate documentation to justify the requested
increase. Partners may offer price decreases at any time and in excess of any allowable
percentage changes.
D. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Partners to supply the services as outlined in IFB Solicitation Number 18-
008; and Response to IFB submitted by Partners, all as specified in Exhibit "A." The intent of
these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the IFB and as offered by Partners in its Response to the IFB.
The services which are the subject matter of this Agreement are described in Exhibit"A"
and, together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 DUAL PROVIDERS OF SERVICES
The parties specifically acknowledge and agree that Partners shall be considered as one
of two (2) providers ("dual providers") of the specified goods and services (masonry services).
Partners specifically further acknowledges and agrees that this Agreement is not an exclusive
agreement. City may, in its sole and unfettered discretion, elect to use either of the two providers
in whatever order it deems most advantageous to City's purposes. City may, in its sole and
unfettered discretion, elect to use any other providers. City is not obligated to use or purchase
any estimated annual quantity of goods, and no guarantee is made of any minimum or maximum
purchase.
5.01 ITEMS AWARDED
Only if, as, and when needed by City, masonry services are awarded to Partners in
accordance with bid items shown on Attachment A—Bid Sheet of Exhibit"A." as follows:
Masonry
Mason/Concrete Finisher Hourly Labor Rate $32.50 (no minimum hours)
Mason/Concrete Finisher Overtime Hourly Rate $32.50(no minimum hours)
Helper Hourly Labor Rate $22.50(no minimum hours)
Overtime Helper Hourly Labor Rate $22.50(no minimum hours)
Materials(if on Cost-Plus basis)
Percentage Markup 10%
6.01 COSTS
A. Only if, as, and when needed by City, the bid costs listed on Attachment A —Bid
Sheet of Exhibit "A," which are specifically relevant to the referenced bid items, shall be the
basis of any charges collected by Partners.
B. Partners specifically acknowledges and agrees that City is not obligated to use any
estimated annual quantity of services, and City may not expend in excess of Seventy-Five
Thousand and No/100 Dollars ($75,000.00) per year for Partners' services combined with the
dual provider's services for a total not-to-exceed arnount of Three Hundred Seventy-Five
Thousand and No/100 Dollars ($375,000.00) for the term of this Agreement.
7.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Partners;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
8.01 INTERLOCAL COOPERATIVE CONTRACTING /PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 27 1.101 and Section 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from
lack of exception to this clause in the vendor's response. However, all parties hereby expressly
agree that the City of Round Rock is not an agent of, partner to, or representative of those outside
agencies or entities and that the City of Round Rock is not obligated or liable for any action or
debts that may arise out of such independently-negotiated "piggyback" procurements.
9.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Partners a written notice of termination at the end of its then current fiscal year.
10.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Partners will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Partners may charge interest on an overdue payment at the "rate in effect" on September I
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
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Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Partners, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that causes the payment to be late;
or
B. There is a bona fide dispute between Partners and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed that causes the
payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
11.01 GRATUITIES AND BRIBES
City may, by written notice to Partners, cancel this Agreement without incurring any
liability to Partners if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Partners or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Partners may be subject to penalties stated in Title 8
of the Texas Penal Code.
12.01 TAXES
City is exempt from Federal Excise and State Sales 'Tax; therefore, tax shall not be
included in Partners's charges.
13.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Partners cannot provide the services as specified, City reserves the right and option to
obtain same from another source or supplier(s).
14.01. INSURANCE
Partners shall meet all requirements as stated in Part 11, Section 2 of the attached II~B
Solicitation Number 18-008.
15.01 CITY'SREPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Pete Dominguez, Facilities Manager
City of Round Rock
212 Commerce Cove
Round Rock, "I'X 78664
512-341-3144
pdominguez@roundrocktexas.gov
16.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
17,01 DEFAULT
If Partners abandons or defaults hereunder and is a cause of City purchasing the specified
services elsewhere, Partners agrees that it may be charged the difference in cost, if any, and that
it will not be considered in the re-advertisement of the service and that it may not be considered
in future bids for the same type of work unless the scope of work is significantly changed.
Partners shall be declared in default of this Agreement if it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
hereunder;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
18.01 TERNNIINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause,at any time upon thirty (30)days' written notice to Partners.
B. In the event of any default by Partners, City has the right to terminate this
Agreement for cause, upon ten (I 0)days' written notice to Partners.
C. Partners has the right to terminate this Agreement only for cause, in the event of
material and substantial breach by City, or by written mutual agreement to terminate.
D. In the event City tenninates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Partners, Partners shall
discontinue all services in connection with performance of this Agreement and shall proceed to
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cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such termination notice. Partners
shalt submit a statement showing in detail the goods and services satisfactorily performed
hereunder to the date of termination. City shall then pay Partners that portion of the charges, if
undisputed. The patties agree that Partners is not entitled to compensation for services it would
have performed under the remaining term of the Agreement except as provided herein.
19.01 INDEMNIFICATION
Partners shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Partners, or Partners' agents, employees or subcontractors, in the performance of Partners'
obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing
herein shall be deemed to limit the rights of City or Partners (including, but not limited to the
right to seek contribution)against any third party who may be liable for an indemnified claim.
20.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Partners, its agents, employees and subcontractors shall use best efforts to comply
with all federal and state laws, City's Charter and Ordinances, as amended, and with all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies.
B. Partners acknowledges and understands that City has adopted a Storm Water
Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14-
152 of the City's Code of Ordinances,to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4) and to be in compliance with the requirements or the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
Systems (TPDES). TNA agrees to perform all operations on City-owned facilities in compliance
with the City's Illicit Discharge Ordinance to minimize the release of pollutants into the MS4.
Partners agrees to comply with the City's stormwater control measures, good housekeeping
practices and any facility specific stormwater management operating procedures specific to a
certain City facility. In addition, Partners agrees to comply with any applicable TCEQ Total
Maximum Daily Load (TMDL) Requirements and"°or I-Plan requirements.
C. In accordance with Chapter 2270, Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this contract. The signatory executing this Agreement on behalf of
Partners verifies Partners does not boycott Israel and will not boycott Israel during the term of
this Agreement.
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21.01 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
22.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated in this Agreement; or
B. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Partners:
Partners Remodeling Restoration & Waterproofing, LLC
3219 I Iarpers Ferry Lane
Austin, TX 78745
Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Partners.
23.0.1 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
24.01 EXCLUSIVE AGREEMENT
This document, and all appended docurnents, constitutes the entire Agreement between
Partners and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
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25.01 DISPUTE RESOLUTION
City and Partners hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
26.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
such void provision shall be deemed severed from this Agreement, and the balance of this
Agreement shall be construed and enforced as if this Agreement did not contain the particular
portion or provision held to be void. The parties further agree to amend this Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision. The provisions of this section shall not prevent this entire Agreement
from being void should a provision which is of the essence of this Agreement be determined to
be void.
27.01. MISCELLANEOUS PROVISIONS
Standard of Care. Partners represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Partners understands and agrees that time is of the essence and
that any failure of Partners to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Partners shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Partners' failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or rernedies.
Force Majeure. Neither City nor Partners shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, City and Partners have executed this Agreement on the dates
indicated.
City of Round Rock,Texas Partners Remodeling Restoration &
Waterproofing, LLC
Printed Name: Printed Name.
Title: Title:
Date Signed: Date Signed:
.For City,Attest:
By
Sara L. White, City Clerk
For City,Approved as to .Form:
By:
Stephan L. Sheets, City Attorney
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