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R-95-07-13-10C - 7/13/1995THIS AGREEMENT made and entered into this day of 1995, by and between the City of Round Rock, Texas (hereinafter referred to as "Owner "), whose address is the City of Round Rock Department of Public Works, 2008 Enterprise, Round Rock, Texas 78664, and Operations Management International, Inc. (hereinafter referred to as "OMI") with offices at 5299 DTC Boulevard, Englewood, Colorado 80111 -3333 1. GENERAL PROVISIONS 1.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. 1.2 This Agreement is the entire Agreement of the parties, and may be modified only through written agreement signed by both parties. 1.3 OMIs' services are defined solely by this Agreement and not by any other contract or agreement which may be associated with the Project 1.4 The standard of care applicable to OMI's services will be performed to the degree of skill and diligence normally employed by professional operations personnel performing the same or similar services. 1.5 Execution of this Agreement by Owner will constitute authorization for OMI to proceed. 1.6 All grounds, facilities, and equipment now owned or leased by Owner or acquired by Owner shall remain the property of Owner 2. SCOPE OF SERVICES —OMI Owner request and authorizes OMI to perform the following services: 2.1 Operations Management International, Inc. (OMI) will supply to Owner services of an Operations Supervisor, licensed to operate wastewater treatment plants in the State of Texas at Class B. 2.2 The OMI Supervisor will be providing direction to staff at the East and West Plant(s) for a total of forty (40) hours per week (1 agreemenUr /mock01.wp6 AGREEMENT for OPERATIONS AND MAINTENANCE SERVICES for THE CITY OF ROUND ROCK, TEXAS 7/31/95 2.3 Work to be performed by the OMI Supervisor will include, but not necessarily be limited to, participating in or provide direction for the following tasks: monitoring treatment plant process conditions and making recommendations as needed, monitoring maintenance functions and needs and provide direction as needed, provide recordkeeping suggestions to assist with process adjustments, assist as needed with reports, scheduling, and other duties as assigned, at the direction of Owner's authorized representative. It is expected that the Owner will continue to manage staff as it pertains to city policy and personnel issues. 2.4 OMI will perform other services which are incidental to the Scope of Services, as directed by Owner. Such services will be invoiced to Owner as provided for in Section 3, COMPENSATION. 3. COMPENSATION 3.1 Owner shall pay to OMI as compensation for services performed under this Agreement a sum of Six Thousand Two Hundred Forty -Six Dollars ($6,246.00) per month plus vehicle if needed. Work will be performed at the direction of the Owner in support of tasks outlined in Section 2, SCOPE OF SERVICES —OMI. 3.2 The breakdown of costs for Operating personnel and Overhead are as follows: Operations Supervisor Labor and Fringes $4,388 Overhead $1 008 Subtotal Monthly Rate $5,396 Temporary living $ 850 Cost not to exceed Total excluding Vehicle $6,246 Vehicle if needed $ 400 3.3 If additional OMI personnel are called in on an emergency basis, OMI will invoice Owner at the rate of Fifty Dollars ($50.00) per hour plus expenses. Such emergency callout must be authorized by Owner. 3.4 Monthly invoices will be issued by OMI for work performed and expenses incurred under this Agreement. All compensation to OMI is due upon receipt of OMI's invoice and payable within fifteen (5) days. J:IAGREEMN71R\]U OCK01.Wp6 agreemen /r/rrock01.wp6 - 2 - 7/31/95 3.5 Owner shall pay interest at an annual rate equal to the First Interstate Bank's prime rate plus one and one -half percent (1.5 %) (said amount of interest not to exceed any limitation provided by law), on payments not paid and received within fifteen (15) calendar days, such interest being calculated from the due date of the payment. 4. TERM AND TERMINATION 4.1 Unless otherwise provided, the Term of this Agreement shall be for the period of July 17, 1995, through September 30, 1995. Extensions to this term may be provided by written agreement signed by both parties prior to expiration of the current term. 4.2 This Agreement may be terminated for convenience upon written notice by either party. Upon termination, OMI will be paid for all authorized work performed up to the termination date. 5. LIMITATION OF LIABILITY 5.1 OMI agrees to and shall hold harmless and shall indemnify Owner, its officers, agents, and employees from any liability, costs, or damages, including reasonable attorneys' fees, for property damage or bodily injury, including death arising out of or in connection with the work done by OMI under this Agreement, where such injuries, death, or damages are caused by OMI's negligence or intentional acts. 5.2 OMI's liability to Owner under this Agreement specifically excludes any and all indirect or consequential damages arising from the services contemplated under this Agreement. 5.3 OMI shall not be liable for fines or civil penalties, which may be imposed by a regulatory agency, which are occasioned by the provision of services under this Agreement. 5.4 It is understood and agreed that, in seeking the services of OMI under this Agreement, Owner is requesting OMI to undertake uninsurable obligations for Owner's benefit involving the presence or potential presence of hazardous substances. Therefore, Owner agrees to hold OMI harmless from and against any and all claims, losses, damages, or liability arising out of or in any way connected with, the presence, discharge, release, or escape of contaminants of any kind, excepting only such liability as may arise out of the negligence of OMI, and limited to the extent that OMI is negligent in the performance of services under this Agreement. 5.5 If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability and indemnities shall survive termination of this Agreement for any cause. J:WGREEMN1112 ULROCK01. W P6 agreement/drtock01.wp6 7171195 Attest: 5.6 This Agreement gives no right or benefits to anyone other than Owner and OMI and has no third party beneficiaries. Both parties indicate their approval of this Agreement by their signatures below. Authorized Signature: I c Don S. Evans, P.E. lJ President kn d9 t OPERATIONS MANAGEMENT INTERNATIONAL, INC Date: g/ / Secretary, OMI, Inc. Authorized Signature: / /1 Name: CtHA Ott LPEPP Title: mN y cki CITY OF ROUND ROCK, TEXAS Attest: ,2 1995 /11l 7141 ,o<71,7noLi i Secretary y of Round Rock 1:1AGREEMNI /RV2ROCKOI. W P6 a greement/r/rrock01.wp6 7/31/95 Mayor Charles Culpepper Mayor Pro-tem Earl Palmer Council Members Robert Srluka Rod Morgan Rick Stewart Martha Chave_ Jimmy Joseph City Manager Robert L Bennett. Jr. City Attorney Stephan L Sheets August 4, 1995 Arlen Naffziger Operations Management International, Inc. 5299 DTC Boulevard Englewood, CO 80111 -3333 Dear Mr. Naffziger: Resolution No. R- 95- 07- 13 -10C was approved by the Round Rock City Council on July 13, 1995. Enclosed is a copy of the resolution and an original agreement for your files. If you have any questions, please do not hesitate to call. Sincerely, Q 7&fl4W ja4zS Joanne Land Assistant City Manager/ City Secretary Enclosure(s) THE CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 512- 255 -3612 Fax 512- 255 -6676 1.800- 735 -2989 (TDD) 1- 800 - 735.2988 (Voice) ATTEST: KS /RESOLUTION RSSO713C RESOLUTION NO. R- 95- 07- 13 -10C WHEREAS, on behalf of itself and the City of Round Rock, the City of Austin has advertised for proposals for the daily process control and evaluation operation of the regional wastewater treatment plant; and WHEREAS, OMI, Inc. has submitted the best proposal to provide the above - described services; Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed on behalf of the City to enter into a contract with OMI, Inc. for the daily process control and evaluation operation of the regional wastewater treatment plant. RESOLVED this 13th day of July, 1995. AP E LAND, City Secretary CHARLES CU EP PER, Mayor City of Round Rock, Texas AGREEMENT for OPERATIONS AND MAINTENANCE SERVICES for THE CITY OF ROUND ROCK, TEXAS THIS AGREEMENT made and entered into this day of 1995, by and between the City of Round Rock, Texas (hereinafter referred to as CLIENT), whose address is The City of Round Rock, Department of Public Works, 2008 Enterprise, Round Rock, Texas 78664, and Operations Management International, Inc. (hereinafter referred to as OMI) with offices at 5299 DTC Boulevard, Englewood, Colorado 80111 -3333. GENERAL PROVISIONS 1.1 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas. 1.2 This Agreement is the entire Agreement of the parties, and may be modified only through written agreement signed by both parties. 1.3 OMI's services are defined solely by this Agreement and not by any other contract or agreement which may be associated with the Project. 1.4 The standard of care applicable to OMI's services will be performed to the degree of skill and diligence normally employed by professional operations personnel performing the same or similar services. 1.5 Execution of this Agreement by CLIENT will constitute authorization for OMI to proceed. 1.6 All grounds, facilities, and equipment now owned or leased by Owner or acquired by Owner shall remain the property of Owner. 2. SCOPE OF SERVICES -OMI CLIENT requests and authorizes OMI to perform the following services 2.1 Operations Management International (OMI) will supply to CLIENT services of an Operations Supervisor, licensed to operate wastewater treatment plants in the State of Texas at Class "B ". 21 The OMI Supervisor will be providing direction to staff at the East and West Plant(s) for a total of 40 hours per week (less paid absences) 2.3 Work to be performed by the OMI Supervisor will include, but not necessarily be limited to participating in or provide direction for the following task, monitoring treatment plant process conditions and making recomendations as needed, monitoring maintenance functions and needs and provide direction as needed, provide recording keeping suggestions to assist with process adjustments, assist as needed with reports, scheduling, and other duties as assigned, at the direction of OWNER's authorized representative. It is expected that the Client will continue to manage staff as it pertains to city policy and personell issues. 2.4 OMI will perform other services which are incidental to the Scope of Services, as directed by Owner. Such services will be invoiced to Owner as provided for in Section 3 - COMPENSATION. 3. COMPENSATION 3.1 CLIENT shall pay to OMI as compensation for services performed under this Agreement a sum of $6,246 per month plus vehicle if needed. Work will be performed at the direction of the CLIENT in support of tasks outlined in Section 2. SCOPE OF SERVICES - OMI. 3.2 The breakdown of costs for Operating personnel and Overhead, are as follows Operations Supervisor Labor and Fringes $4,388 Overhead $1.008 Sub Total Monthly Rate $5,396 Temporary living Cost not to exceed $ 850 Total excluding Vehicle $6,246 Vehicle if needed $ 400 3.3 If additional OMI personnel are called in on an emergency basis, OMI will invoice CLIENT at the rate of $50.00 per hour plus expenses. Such emergency callout must be authorized by CLIENT. 3.4 Monthly invoices will be issued by OMI for work performed and expenses incurred under this Agreement. All compensation to OMI is due upon receipt of OMI's invoice and payable within fifteen (15) days. 3.5 Owner shall pay interest at an annual rate equal to the First Interstate Bank's prime rate plus one and one -half percent (11/2%) (said amount of interest not to exceed any limitation provided by law), on payments not paid and received within fifteen (30) calendar days, such interest being calculated from the due date of the payment. 4. TERM and TERMINATION 4.1 Unless otherwise provided, the Term of this Agreement shall be for the period of July 17, 1995, through September 30, 1995. Extensions to this term may be provided by written agreement signed by both parties prior to expiration of the current term. 4.2 This Agreement may be terminated for convenience upon written notice by either party. Upon termination, OMI will be paid for all authorized work performed up to the termination date. 5. LIMITATION OF LIABILITY 5.1 Owner agrees to and shall hold OMI harmless from any liability or damages for property damage or bodily injury, including death, which may arise from all causes of any kind other than OMI's negligence or intentional acts by OMI. 5.2 OMI's liability to CLIENT under this Agreement specifically excludes any and all indirect or consequential damages arising from the services contemplated under this Agreement. 5.3 OMI shall not be liable for fines or civil penalties, which may be imposed by a regulatory agency, which are occasioned by the provision of services under this Agreement. 5.4 It is understood and agreed that, in seeking the services of OMI under this Agreement, CLIENT is requesting OMI to undertake uninsurable obligations for CLIENT's benefit involving the presence or potential presence of hazardous substances. Therefore, CLIENT agrees to hold OMI harmless from and against any and all claims, losses, damages, or liability arising out of or in any way connected with, the presence, discharge, release, or escape of contaminants of any kind, excepting only such liability as may arise out of the sole negligence of OMI, and limited to the extent that OMI is negligent in the performance of services under this Agreement. 5.5 If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability and indemnities shall survive termination of this Agreement for any cause. 5.6 This Agreement gives no right or benefits to anyone other than CLIENT and OMI and has no third party beneficiaries. Both parties indicate their approval of this Agreement by their signatures below. Authorized Signature: Authorized Signature: Don Evans Name: President Title: OPERATIONS MANAGEMENT CITY OF ROUND ROCK, TEXAS INTERNATIONAL, INC. Date: Date: DATE: July 11, 1995 SUBJECT: City Council Meeting, July 13, 1995 ITEM: 10C. Consider a resolution authorizing the Mayor to enter into an agreement with OMI for daily process control and evaluation operation of the regional wastewater plant. STAFF RESOURCE PERSON: Jim Nuse STAFF RECOMMENDATION: As discussed previously, staff recommends hiring the Contract Operations firm OMI to perform daily process control and evaluation for our plants. Since the fate of long term operation has not been resolved, staff recommends utilizing OMI to fill the current plant superintendent vacancy. MIMI OPERATIONS MANAGEMENT INTERNATIONAL, INC. June 9, 1995 Mr. Steve Miller City of Round Rock Department of Public Works 2008 Enterprise Round Rock, TX 78664 Dan Wallace OMI CIO CH2M Hill P.O. Box 91500 777 108th N.E. Bellevue, WA 98009 -2050 Dear Mr. Miller, Please find attached a revised proposal for our services to the East and West Plants beginning July 17, 1995 through July 17, 1995. As is indicated temporary living expenses is a not to exceed number for housing for Jon Clack for the interim period till September 31, 1995. We will provide actual expenses for this item. Also attached for your review is a copy our insurance binder indicating our coverage. If this is acceptable we can bind the vehicle assigned to Jon Clack during this interim work. If you have any questions, concerns, or changes you would like for me to make in this proposal, please let me know. Sincerely, � oe/G�E Dan Wallace pc: Henry Huffman Jack Noble CORPORATE HEADQUARTERS 5299 DTC Boulevord. Suite 1200 Englewood, Coloraoo 801 1 -3333 3113 74U !7t OPERATIONS MANAGEMENT INTERNATIONAL, INC. July 13, 1995 Mr. Steve Miller City of Round Rock Department of Public Works 2008 Enterprise Round Rock, TX 78664 RE: Agreement with the City of Round Rock Dear Mr. Miller: Enclosed please find two original copies of the above referenced agreement. Please have the City of Round Rock Mayor sign both copies. Keep one fully executed original copy for your records and return the other to me for our files. Please feel free to call me if you have any questions. Sincerely, af� � Arlen N pi Contrac es Supervisor Enclos CORPORATE HEADQUARTERS 5299 DTC Boulevard, Suite 7200 Englewood, Colorado 80117-3333 3017400019 Fax 303.740.7067 account \insurance \j &hlette.wp6 OPERATIONS MANAGEMENT INTERNATIONAL, INC. August 1, 1995 Mr. Cary Bovey Sheets and Crossfield, P.C. 309 East Main Street Round Rock, TX 78664 RE: Agreement with City of Round Rock Dear Mr. Bovey: Enclosed are two originals of the above - referenced Agreement. My apologies for the delay in making the changes you requested. The numbers have not changed and we have changed the indemnification clause as you requested. Once approved, please have the City of Round Rock sign both copies and return one fully executed original to me. Feel free to call me if you have any questions. Sincerely, Arlen Naffz Contract es Supervisor Enclosure CORPORATE HEADQUARTERS 5299 DTC 8oulevard,,te 7200 Englewood, Colorado 8077 7 -3333 303.740.0079 Fax 303.7407061 account \ insurance \j &h lette,wp6 MEMO To Christine From: Cary L. Bovey Subject: Contracts Date: August 2, 1995 Christine: Enclosed are two original contracts for execution. Please have Mayor Culpepper sign these. I will notify Steve Miller that the contracts are at your office. Thanks.