CM-08-08-211CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
ANALYTICAL SERVICES FROM
TEST AMERICA LABORATORIES, INC.
THE STATE OF TEXAS
CITY OF ROUND ROCK
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
That this Agreement for purchase of analytical services for testing water, wastewater,
environmental and industrial wastewater processes in order to comply with state and federal
regulations, and for related goods and services, referred to herein as the "Agreement," is made
and entered into on this the 1 `* day of the month of INAVA,(1- , 2008, 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 TEST
AMERICA LABORATORIES, INC., whose offices are located at 14050 Summit Drive, Suite
100, Austin, Texas 78728, referred to herein as the "Vendor." This Agreement supersedes and
replaces any previous agreement between the named parties, whether oral or written, and
whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase analytical services for testing water, wastewater,
environmental and industrial wastewater processes in order to comply with state and federal
regulations, and to purchase goods and services related thereto, and City desires to procure same
from Vendor; and
WHEREAS, City has issued its quote for the provision of said goods and services, and
City has selected the bid submitted by Vendor; 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 Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement
00140437/ml
cM-OS-00 -241
includes: (a) City's quote designated 64-01-0001, Specification Number 07-998-74 dated
November 2007; (b) Vendor's Response thereto; (c) contract award; and (d) any exhibits,
addenda, and/or amendments thereto. Any conflicts or inconsistencies in the contract documents
shall be resolved by giving preference in the following order:
This Agreement;
Vendor's Response;
City's Invitation for Bids, quote, 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 mean the specified supplies, materials, commodities, or equipment.
F. Vendor means Test America, Inc., or any of its successors or assigns.
2.01 EFFECTIVE DATE, TERM, ALLOWABLE RENEWALS, PRICES FIRM
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 one (1) twelve-month period from the
effective date hereof. After that term, this Agreement may be renewed for successive terms of
twelve (12) months each, not to exceed in the aggregate four (4) such renewals, with such
renewals to occur on or before the expiration date of the preceding term, and with such renewals
being absolutely predicated upon the express written agreement of both parties. Such renewals
are permitted only provided Vendor has performed each and every contractual obligation
specified in this original Agreement.
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 as a result of a cost
2
increase in goods or services in accordance with the Producers Price Index located at
http://stats.bls.gov/ppi/home.htm. Any price increase shall be requested by Vendor in writing
and accompanied by the appropriate documentation to justify the requested increase. Vendor
may offer price decreases in excess of the allowable percentage change.
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 Vendor as the integrator of choice to supply the services as outlined in
quote designated 64-01-0001, Specification Number 07-998-74 dated November 2007, and
Response submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part
hereof for all purposes. The intent of these documents is to formulate an Agreement listing the
responsibilities of both parties as outlined in the quote and as offered by Vendor in its Response.
The goods and 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 ITEMS AWARDED
All bid items on Exhibit "A" are awarded to Vendor.
5.01 COSTS
Unit prices listed on Exhibit "A" shall be the basis of any charges collected by Vendor.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
7.01 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,
3
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 271.101 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.
8.01 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 Vendor a written notice of termination at the end of its then -current fiscal year.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor 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. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
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 Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late; or
(b) There is a bona fide dispute between Vendor 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.
4
10.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8
of the Texas Penal Code.
11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
12.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers.
13.01 INSURANCE
Vendor shall meet all requirements as stated in the attached quote designated 64-01-0001,
Specification No. 07-998-74 (including all attachments and exhibits), and its bid response.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Tracy Herring
Environmental Services Division
2008 Enterprise Drive
Round Rock, Texas 78664
512-218-5559
tracyh@round-rock.tx.us
15.01 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.
5
16.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor 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.
Vendor 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 under
this Agreement;
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.
17.01 TERMINATION 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 Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
6
18.01 INDEMNIFICATION
Vendor 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 Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's 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 Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
20.01 ASSIGNMENT AND DELEGATION
The parties each 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.
21.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to recipient's address as stated in this Agreement; or
2. 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 Vendor:
Test America Laboratories, Inc.
14050 Summit Drive, Suite 100
Austin, TX 78728
7
Notice to City:
Assistant City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
22.01 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.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor 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.
24.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
City and Vendor 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.
8
25.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision hereof 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.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor 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. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor 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 Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor 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.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Ci of Round Rock, Texas Test America, -I e., Laboratories, Inc.
By:
Prin a ame:
Title 110c t PQV
Date Signed: c3 .
9
By: CJ W
Printed Name: Cctr 1 Ll). S! P.lI
Title: kg h ojr.ecAor
Date Signed: Cv--/ 9-0 is'
Attest:
By:
Sara L. White, City Secretary
For City, Ap , oved
By:
Stephan L. S eets, City Attorney
10
BIDS SHALL ARRIVE IN THE OFFICE OF THE
CITY PURCHASER AT THE ADDRESS SHOWN
HEREIN BY 2:00 P.M. ON:
INVITATION FOR BID (IFB)
CITY OF ROUND ROCK
221 E. Main Street
Round Rock, Texas 78664-5299
INVOICE TO:
City of Round Rock
Finance Department
221 East Main Street
Round Rock, Texas 78664-5299
BID F.O.B. DESTINATION
UNLESS OTHERWISE SPECIFIED BELOW
DESTINATION:
City of Round Rock
Environmental Services
2008 Enterprise Dr.
Round Rock, TX 78664
Bidder agrees to comply with all conditions below and on
reverse side of this IFB
FACSIMILE RESPONSES
SHALL NOT BE ACCEPTED
DATE:
SHOW BID OPENING DATE &
BID NUMBER IN LOWER LEFT
HAND CORNER OF SEALED BID
ENVELOPE & SHOW RETURN
ADDRESS OF BIDDING FIRM.
PAGE _1_ OF 2_ PAGES
Return Original and One Copy of Bid
BIDDER SHALL SIGN BELOW
BID OPENING DATE 2:00 P.M.:
BID NUMBER :
Failure to sign shall disqualify bid
64-01-0001
_a), p 2/1/2008
Authorized Signature
Carl W. Skelley
t
SEE 1.6 ON BACK FOR INSTRUCTIONS:
TAX ID NO.: 23-2919996
LEGAL BUSINESS NAME: TestAmerica,-fnc-.-Laboratories ,
ADDRESS: 4101 Shuffel Dr, NW
ADDRESS: Nort Canton, OH 44720
CONTACT: Alicia Stillwagon
TELEPHONE NO.: (330) 497-9396
BUSINESS ENTITY TYPE: Corporation
^•.:....:.v
ITEM!
im ,.,t ,.. ... ,.:-.::...,.....,...u,,,...,.,.. ... ,..........._..._
CLASS & ITEM DESCRIPTION
QUANTITY
MDL
Units
UNIT PRICE
EXTENSION
Analytical Services as described in Specification
No. 64-01-0001, dated December 2001 attached.
1
Total Organic Carbon EPA 415.1 Drinking Water (TAL Savannah)
50
**
**
$40.00
$2000.00
2
Taal Trihalom,ihanes(TTHM) EPA 524.2 Drinking Water (TAL Savannah)
50
**
**
$90.00
$4500.00
3
TCLP (RCRA metals)
2
**
**
5160.00
$320.00
4
Haloacetic Acid (HAAS) EPA 552.2 Drinking Water (TAL Savannah)
50
**
**
$125.00
$6250.00
5
Metals Digestion
60
**
**
$10.00
$60.00
6
Barium EPA 200.7
10
**
**
$9.00
$90.00
7
Cadmium EPA 200.7
60
**
**
$9.00
$540.00
8
Chromium EPA 200.7
60
**
**
$9.00
$540.00
9
Copper EPA 200.7
60
**
**
$9.00
5540.00
10
Lead EPA 200.7
60
**
**
$9.00
$540.00
11
Nickel EPA 200.7
B0
**
**
$9.00
$540.00
12
Silver EPA 200.7
60
**
**
$9.00
$540.00
13
Zinc EPA 200.7
60
**
**
$9.00
$540.00
14
Mercury EPA 245.1, 245.2
20
**
**
$35.00
$700.00
15
Manganese EPA 200.7
60
**
**
$9.00
$540.00
16
Selenium EPA 200.7
20
**
**
$9.00
$540.00
17
Arsenic EPA 200.7
20
**
**
$9.00
$540.00
18
Aluminum EPA 200.7
10
**
**
$9.00
$90.00
19
Nitrite EPA 300.0A
20
**
**
$18.00
$360.00
20
Nitrate EPA 300.0A
20
**
**
$18.00
$360.00
21
Chloride EPA 300.0A
20
**
**
$18,00
$360.00
TOTAL
nei New ru flews
"By the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such
entity has violated the antitrust laws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust
laws, nor communicated directly or indirectly, the bid r person engaged in such line of business."
EXHIBIT
IFB/ ifb disk/excel
HA II
PAGE _2_ OF __2PAGES
Bid Opening Date 2 P.M.:
Bid Number:
Bidder must fill in Bidder Nfnne:
TestAtnerica, baa. a oratories, Inc.
ITEM 1 CLASS & REM DESCRIPTION
QUANTITY
MDL
Units j UNIT PRICE
EXTENSION
22
Ammonia EPA 350.1
10
**
**
$25.00
$250.00
23
Oil/Grease EPA 1664A SGT -HEM
50
**
**
$50.00
$2500.00
24
BTEX EPA 602,8020
5
**
**
$60.00
$300.00
25
BOD EPA 405.1, SM5210B (TAL Savannah)
5
*`
**
$30.00
$150.00
26
TSS EPA 160.2, SM2540D
5
**
**
$20.00
$100.00
27
TDS EPA 160.1, SM2540C
10
**
**
$20.00
$200.00
28
COD EPA 410.4
10
**
**
$25.00
$250.00
29
Phosphorous (t) EPA 365.1
20
**
**
$40.00
$800.00
30
Cyanide EPA 335.4
20
**
**
$40.00
$800.00
31
fluoride EPA 300.OA
20
**
**
$18.00
$360.00
32
TPH TX1005
10
**
**
$50.00
$500.00
33
RCI
5
**
**
$95.00
$475.00
34
Pesticides EPA 508 (TAL Savannah)
5
**
**
$150.00
$750.00
35
Volatile Organics EPA 624
6
**
**
$110.00
$660.00
36
Semivolatile Organics EPA625
6
**
*"
$250.00
$1500.00
37
SUVA SM5910 (TAL Savannah)
6
**
**
$80.00
$480.00
3B
39
40
Multiplier for five (5) day turn around
NA
30%
41
Multiplier for three (3) day turn around
NA
60%
42
Multiplier for next day turn around
NA
100%
**Attached MAL and MDL list for all parameters
Specification No. 07-998-74
November 2007
C080319-3
CITY OF ROUND ROCK
Specifications for Analytical Services
1. PURPOSE: The City seeks to contract with a qualified bidder to provide all goods and services
for analytical laboratory services.
2. DEFINITIONS: The following definitions shall be used for identified terms throughout the
specification and bid document:
2.1. Bidder identified throughout this specification shall describe persons and entities that
consider themselves qualified to provide the goods, equipment or services.
2.2. City — Identifies the City of Round Rock, Williamson and Travis Counties, Texas.
2.3. Contract —A mutually binding legal document obligating the Contractor to fumish the
goods, equipment or services, and obligating the City to pay for it.
2.4. Contractor —A person or business enterprise providing goods, equipment, labor and/or
services to the City as fulfillment of obligations arising from a contract or purchase order.
2.5. Goods represent materials, supplies, commodities and equipment.
2.6. Purchase Order - is an order placed by the Purchasing Office for the purchase of Goods
or Services written on the City's standard Purchase Order form and which, when
accepted by the Bidder, becomes a contract. The Purchase Order is the Bidder's authority
to deliver and invoice the City for Goods or Services specified..
2.7. Subcontractor - Any person or business enterprise providing goods, equipment, labor,
and/or services to a Contractor if such goods, equipment, labor, and/or services are
procured or used in fulfillment of the Contractor's obligations arising from a contract with
the City.
3. CLARIFICATION: For clarification of specifications, bidders may contact:
Randy Barker
Purchasing Supervisor
City of Round Rock
Telephone: 512-218-3295
3.1. The individual listed above may be contacted by telephone or visited for clarification of the
specifications only. No authority is intended or implied that specifications may be amended or
alterations accepted prior to bid opening without written approval of the City of Round Rock
through the Purchasing Division.
PART I
GENERAL CLAUSES AND CONDITIONS
1. The Contractor shall provide all goods and labor necessary to perform the service. The
Contractor shall employee all personnel for work in accordance with the requirements set forth by
the United States Department of Labor.
2. The Contractor shall be responsible for damage to the City's equipment and/or property, the
workplace and its contents by its work, negligence in work, its personnel and equipment. The
Contractor shall be responsible and liable for the safety; injury and health of its working personnel
while its employees are performing service work.
3. The City is committed to maintaining an alcohol and drug free workplace. Possession, use, or
being under the influence of alcohol or controlled substances by Contractor, Contractor's
Page 1 of 9
Specification No. 07-998-74
November 2007
employees, subcontractor (s') or subcontractor (s') employees while in the performance of the
service is prohibited. Violation of this requirement shall constitute grounds for termination of the
service.
4. BEST BID EVALUATION: All bids received shall be evaluated based on the best value for the
City. Best value shall be determined by considering all or part of the criteria listed, as well as any
relevant criteria specifically listed in the solicitation.
4.1. Bid price
4.2. Reputation of the bidder and of bidder's goods and services.
4.3. The quality of the bidder's goods or services.
4.4. The extent to which the goods or services meet the City's needs
4.5. Bidder's past relationship with the City. All vendors shall be evaluated on their past
performance and prior dealings with the City to include, but not limited to, failure to meet
specifications, poor quality, poor workmanship, and late delivery.
4.6. lime and cost of sample delivery to laboratory.
5. AGREEMENT: The term of this Agreement shall be for a twelve-month period of time from the
date of award. Prices shall be firm for the duration of the Agreement, except as provided for
herein. This contract may be renewed for four additional periods of time not to exceed twelve
months for each renewal provided both parties agree.
6. VENDOR PERFORMANCE: The City reserves the right to review the Vendor's performance at
the end of each twelve month contract period and to cancel all or part of the Agreement (without
penalty) or continue the contract through the next period.
7. NON -APPROPRIATION: The resulting Agreement is a commitment of the City's current revenues
only. It is understood and agreed the City shall have the right to terminate the Agreement at the
end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to
purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in
question. The City may effect such termination by giving Contractor a written notice of termination
at the end of its then current fiscal year.
8. CANCELLATION: The City reserves the right to cancel the Agreement without penalty by
providing 30 days prior written notice to the other party. Contractor shall provide the City with 120
days written notice prior to cancellation of the Agreement and shall continue services for a period
of time not to exceed 120 days after written notification. Termination under this paragraph shall
not relieve the Contractor of any obligation or liability that has occurred prior to cancellation.
NOTE: This Agreement is subject to cancellation, without penalty, at any time the City
deems the vendor to be non-compliant with contractual obligations.
9. ABANDONMENT OR DEFAULT: A Contractor who abandons or defaults the work on the contract
and causes the City to purchase the services elsewhere may be charged the difference in service
if any and shall not be considered in the re -advertisement of the service and may not be
considered in future bids for the same type of work unless the scope of work is significantly
changed.
10. COMPLIANCE WITH LAWS: The successful bidder shall comply with all federal, state, and local
laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or
administrative bodies or tribunals in any matter affecting the performance of the resulting
agreement, including without limitation, workers' compensation laws, minimum and maximum
salary and wage statutes and regulations, and licensing laws and regulations. When requested,
the Contractor shall fumish the City with satisfactory proof of its compliance.
11. CODES. PERMITS AND LICENSES: The successful bidder shall comply with all National, State
and Local standards, codes and ordinances and the terms and conditions of the services of the
electric utility, as well as other authorities that have jurisdiction pertaining to equipment and
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Specification No. 07-998-74
November 2007
materials used and their application. None of the terms or provisions of the specification shall be
construed as waiving any rules, regulations or requirements of these authorities. The successful
bidder shall be responsible for obtaining all necessary permits, certificates and/or licenses to fulfill
contractual obligations (City of Round Rock fees and costs shall be waived).
12. INDEMNITY: Contractor shall indemnify, save harmless and defend the City, its officers, agents,
servants, and employees from and against any and all suits, actions, legal proceedings, claims,
demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident
to the performance of the resulting agreement and arising out of a willful or negligent act or
omission of the Contractor, its officers, agents, servants and employees.
13. JNSURANCE: The Contractor shall procure and maintain at its sole cost and expense for the
duration of the contract or purchase order resulting from a response to this bid/Specification
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work as a result of this bid by the successful bidder, its
agents, representatives, volunteers, employees or subcontractors.
13.1. Certificates of Insurance and endorsements shall be fumished to the City and approved by
the City before work commences.
13.2. The following standard insurance policies shall be required:
13.2.1. General Liability Policy
13.2.2. Automobile Liability Policy
13.2.3. Worker's Compensation Policy
13.3. The following general requirements are applicable to all policies:
13.3.1. Only insurance companies licensed and admitted to do business in the State of
Texas shall be accepted.
13.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable
only on a per occurrence basis for property damage only.
13.3.3. Claims made policies shall not be accepted, except for Professional Liability
Insurance.
13.3.4. Upon request, certified copies of all insurance policies shall be fumished to the
City
13.3.5. Policies shall include, but not limited to, the following minimum limits:
13.3.6. Minimum Bodily Injury Limits of $300,000.00 per occurrence.
13.3.7. Property Damage Insurance with minimum limits of $50,000.00 for each
occurrence.
13.3.8. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with
minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00
for each occurrence, and Property Damage Minimum limits of $50,000.00 for
each occurrence.
13.3.9. Statutory Worker's Compensation Insurance and minimum $100,000.00
Employers Liability Insurance.
13.3.10. Coverage shall be maintained for two years minimum after the termination of
the Contract.
13.4. The City shall be entitled, upon request, and without expense to receive copies of
insurance policies and all endorsements thereto and may make reasonable request for
deletion, revision, or modification of particular policy terms, conditions, limitations, or
exclusions (except where policy provisions are established by law or regulation binding
either of the parties hereto or the underwriter of any of such policies). Upon such request
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Specification No. 07-998-74
November 2007
by the City, the Contractor shall exercise reasonable efforts to accomplish such changes
in policy coverage and shall pay the cost thereof. All insurance and bonds shall meet the
requirements of the bid specification and the insurance endorsements stated below.
13.5. Contractor agrees that with respect to the required insurance, all Insurance contracts and
certificate(s) of insurance shall contain and state, in writing, on the certificate or its
attachment, the following provisions:
13.5.1. Provide for an additional insurance endorsement clause declaring the
Contractor's insurance as primary.
13.5.2. Name the City and its officers, employees, and elected officials as additional
insured, (as the interest of each insured may appear) as to all applicable
coverage.
13.5.3. Provide thirty days notice to the City of cancellation, non -renewal, or material
changes
13.5.4. Remove all language on the certificate of insurance indicating:
13.5.4.1. That the insurance company or agent/broker shall endeavor to
notify the City; and,
13.5.4.2. Failure to do so shall impose no obligation of liability of any kind
upon the company, its agents, or representatives.
13.5.5. Provide for notice to the City at the addresses listed below by registered mail:
13.5.6. Contractor agrees to waive subrogation against the City, its officers,
employees, and elected officials for injuries, including death, property
damage, or any other Toss to the extent same may be covered by the
proceeds of insurance.
13.5.7. Provide that all provisions of this contract concerning liability, duty, and
standard of care together with the indemnification provision, shall be
underwritten by contractual liability coverage sufficient to include such
obligations within applicable policies.
13.5.8. All copies of the Certificate of Insurance shall reference the project name, bid
number or purchase order number for which the insurance is being supplied.
13.5.9. Contractor shall notify the City in the event of any change in coverage and
shall give such notices not less than thirty days prior notice to the change,
which notice shall be accomplished by a replacement Certificate of
Insurance.
13.5.10. All notices shall be mailed to the City at the following addresses:
City Attorney
City of Round Rock
309 East Main Street
Round Rock, TX 78664
Assistant City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664-5299
13.6. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the
Contractor shall not relieve the Contractor of full responsibility or liability for damages and
accidents as set forth in these requirements. Neither shall bankruptcy, insolvency, or
denial of liability by the insurance company relieve the Contractor from liability.
13.7. If the Contractor employs, contracts with or otherwise permits any other individual or entity
to perform any of the obligations of the Contractor, then any and all of these individual or
entities shall be bound by the same insurance requirements as the successful bidder.
14. WORKERS COMPENSATION INSURANCE: Texas Labor Code, Section 406.098 requires workers'
compensation insurance coverage for all persons providing services on building or construction
projects for a govemmental entity.
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Specification No. 07-998-74
November 2007
14.1. Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of
authority to self -insure issued by the Texas Workers' Compensation Commission, or a
coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees providing
services on a project, for the duration of the project.
14.2. Duration of the oroiect - includes the time from the beginning of the work on the project until
the Contractor's/person's work on the project has been completed and accepted by the
OWNER.
14.3. persons providing services on the project ("subcontractor") in Section 406.096 - includes all
persons or entities performing all or part of the services the CONTRACTOR has undertaken
to perform on the project, regardless of whether that person contracted directly with the
CONTRACTOR and regardless of whether that person has employees. This includes,
without limitation, independent contractors, subcontractors, leasing companies, motor
carriers, owner -operators, employees of any such entity, or employees of any entity, which
fumishes persons to provide services on the project "Services" include, without limitation,
providing, hauling, or delivering equipment or materials, or providing labor, transportation, or
other service related to a project. "Services" does not include activities unrelated to the
project, such as food/beverage vendors, office supply deliveries, and delivery of portable
toilets.
14.4. The CONTRACTOR shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, that meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all employees of the
CONTRACTOR providing services on the project, for the duration of the project.
14.5. The CONTRACTOR must provide a certificate of coverage to the OWNER prior to being
awarded the contract.
14.6. If the coverage period shown on the Contractor's current certificate of coverage ends during
the duration of the project, the CONTRACTOR must, prior to the end of the coverage
period, file a new certificate of coverage with the OWNER showing that coverage has been
extended.
14.7. The CONTRACTOR shall obtain from each person providing services on a project, and
provide to the OWNER:
14.7.1. A certificate of coverage, prior to that person beginning work on the project, so
the OWNER shall have on file certificates of coverage showing coverage for all
persons providing services on the project and
14.7.2. No later than seven calendar days after receipt by the CONTRACTOR, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project.
14.8. The CONTRACTOR shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
14.9. The CONTRACTOR shall notify the OWNER in writing by certified mail or personal delivery,
within 10 calendar days after the CONTRACTOR knew or should have known, or any
change that materially affects the provision of coverage of any person providing services on
the project.
14.10. The CONTRACTOR shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.
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Specification No. 07-998-74
November 2007
14.11. The CONTRACTOR shall contractually require each person with whom it contracts to
provide services on a project, to:
14.11.1. Provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, that meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all its employees
providing services on the project, for the duration of the project;
14.11.2. Provide to the CONTRACTOR, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on a project, for the duration of the
project;
14.11.3. Provide the CONTRACTOR, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project;
14.11.4. Obtain from each other person with whom it contracts, and provide to the
CONTRACTOR:
14.11.4.1. A certificate of coverage, prior to the other person beginning work
on the project; and
14.11.4.2. A new certificate of coverage showing extension of coverage, prior
to the end of the coverage period, if the coverage period shown on
the current certificate of coverage ends during the duration of the
project.
14.12. Retain all required certificates of coverage on file for the duration of the project and for one
year thereafter,
14.12.1. Notify the OWNER in writing by certified mail or personal delivery, within 10
calendar days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project and
14.12.2. Contractually require each person with whom it contracts, to perform as
required by paragraphs (A through G), with the certificates of coverage to be
provided to the person for whom they are providing services.
14.12.3. By signing the solicitation associated with this specification, or providing, or
causing to be provided a certificate of coverage, the Contractor is representing
to the Owner that all employees of the Contractor who shall provide services on
the project shall be covered by workers' compensation coverage for the
duration of the project, that the coverage shall be based on proper reporting of
classification codes and payroll amounts, and that all coverage agreements
shall be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the Commission's Division of Self -Insurance Regulation.
Providing false or misleading information may subject the Contractor to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
14.12.4. The Contractor's failure to comply with any of these provisions is a breach of
contract by the Contractor that entitles the Owner to declare the contract void if
the Contractor does not remedy the breach within ten calendar days after
receipt of notice of breach from the owner.
15. LIENS: Contractor agrees to and shall indemnify and save harmless the City against any and all
liens and encumbrances for all labor, goods and services which may be provided under the
resulting agreement. At the City's request the Contractor or subcontractors shall provide a proper
release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City.
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Specification No. 07-998-74
November 2007
16. VENUE: Both the City and the Contractor agree that venue for any litigation arising from a
resulting agreement shall he in Williamson County.
17. INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor shall not be
considered an employee of the City. The Contractor shall not be within protection or coverage of
the City's Worker Compensation insurance, Health Insurance, Liability Insurance or any other
insurance that the City from time to time may have in force and effect.
PART II,
SPECIFICATIONS
1. SCOPE: This specification describes analytical services for testing water, wastewater,
environmental and industrial wastewater processes. Data generated will be used to comply with
State and Federal Regulations.
2. STATEMENT OF INTENT: These specifications cover only the general requirements as to the
analysis of water, wastewater, environmental and industrial wastewater processes.
3. INTENDED USE: The purpose of these specifications and the resulting contract is to provide the
City with analytical testing services.
4. PRICING:, Pricing indicated on the IFB shall be inclusive of all fees, charges and equipment
necessary for the Contractor to perform the required services specified herein.
4.1 Unit prices shall include the following:
4.1.1 Shipping to be paid by the bidder for destination greater than twenty-five miles
from the City of Round Rock, Texas
4.1.2 Sample bottles, shipping containers, sample disposal, analytical reports and
supporting documentation.
4.1.3 A standard tum around time not to exceed fourteen calendar days.
4.1.4 Any retests required due to negligence or failure on the part of the successful
bidder.
4.2 Quantity: The quantities listed of the bid form is based on an estimated annual
requirement. Since these are estimated quantities, the City does not guarantee that any
or all of the estimated quantity will be requested. Any services not ordered prior to the
expiration of the contract year will be considered canceled. The city reserves the right to
increase the quantity of any and all items by fifty percent (50%) at the bid price, terms and
conditions.
5. CONTRACTOR RESPONSIBILITIES: The Contractor shall be responsible for:
5.1. The bidder shall perform all test procedures in accordance with Title 40 Code of Federal
Regulations Part 136 or alternate method approved by the Environmental Protection
Agency for the matrix described. All test methods shall be in compliance with the National
Environmental Laboratory Accreditation Conference (NELAC).
5.2. The bidder shall proved complete and traceable documentation for each data set.
Complete documentation includes:
5.2.1 Date the test was performed
5.2.2 Date sample was collected
5.2.3 Initials of analyst who performed the test
5.2.4 Analytical result
5.2.5 EPA Method used
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Specification No. 07-998-74
November 2007
5.2.6 Minimum quantification limit
5.2.7 Certifying signature
5.2.8 Quality Assurance/Quality Control data
5.2.9 Chain of Custody
5.2.10 Any other NELAC requirement pertaining to laboratory results and reporting.
5.3. Bidder must provide the minimum analytical levels (MALs) for all parameters listed in the
Invitation for Bid (IFB).
5.4. Unless otherwise requested, the bidder shall submit analytical results to the owner within
fourteen calendar days of sample submission..
5.5. Coordinating with the City's representative :
Tracy Herring
City of Round Rock, Environmental Services Division
2008 Enterprise Drive
Round Rock, Texas 78664
512-218-5559, Fax: 512-341-3316
tracyh@round-rock.tx.us
6. BIDDER QUALIFICATONS: The opening of a bid shall not be construed as the City's acceptance
of such bidder as qualified and responsible. The City reserves the right to determine the lowest
responsible bidder from information submitted with the bid. All bidders shall furnish the following
information at a minimum:
6.1. References: Provide the name, address, telephone number and point of contact of at
least three firms that have utilized the same product and services for at least 2 years.
References may be checked prior to award. Any negative responses received may result
in disqualification of bid.
6.2. Identify any subcontractors to be used for this project. Experience, qualifications and
references of the subcontractors shall be submitted. The City reserves the right to
approve or disapprove all subcontractors prior to any work being performed.
6.3. Identity any environmental non -compliances for your company that have occurred in the
past ten (10) years.
6.4. Provide example copy of analytical reports, chain of custody and NELAC approval for test
methods requested.
7. ESTIMATED REQUIREMENTS: The quantities stated in the IFB are the best estimate of the
City's needs on an annual basis. These are only estimates and are subject to change.
PART III
SERVICE, ACCEPTANCE AND PAYMENT
1. INVOICING:, All invoices shall be submitted to the following:
Tracy Herring
City of Round Rock, Environmental Services Division
2008 Enterprise Drive
Round Rock, TX78664
2. PROMPT PAYMENT POLICY: Payments shall be made within thirty days after the city receives
the supplies, materials, equipment, or the day on which the performance of services was
Specification No. 07-998-74
November 2007
completed or the day on which the City receives a correct invoice for the supplies, materials,
equipment or services, whichever is later. The Contractor may charge a late fee (fee shall not be
for
ments not made in
prompt payment policy; reater than that which �hos pwe however, thised policy doTexas es not apply to payments made by the City in the
rdance with �s
event:
2.1. There is a bona fide dispute between the City and Contractor concerning the supplies,
materials, services or equipment delivered or the services performed that causes the
payment to be late; or
2.2. The terms of a federal agreement, grant, regulation, or statute prevent the City from
making a timely payment with Federal Funds; or
2.3. There is a bona fide dispute between the Contractor and a subcontractor or between a
subcontractor and its suppliers concerning supplies, material, or equipment delivered or
the services performed which caused the payment to be late; or
2.4. The invoice is not mailed to the City in strict accordance with instructions, if any, on the
purchase order or agreement or other such contractual agreement.
3. OVERCHARGES: Contractor hereby assigns to purchaser any and all claims for overcharges
associated with this agreement which arise under the antitrust laws of the Untied States, 15 USGA
Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Bus. and Com.
Code, Section 15.01, et seq.
DATE: July 25, 2008
SUBJECT: City Manager Approval — August 1, 2008
ITEM: Agreement for purchase of Analytical Services from Test America Laboratories,
Inc.
Department:
Staff Person:
Justification:
Water and Wastewater Utilities
Michael D. Thane, Director of Utilities
This agreement provides Analytical Services for the Environmental Services and Water
Treatment Divisions. The analytical services include testing water, wastewater, environmental
and industrial wastewater processes with a NELAC (National Environmental Laboratory
Accreditation Conference) certified laboratory, along with providing traceable documentation
validating the results. These services are necessary in order for the City to comply with state
and federal regulations.
Funding:
Cost: Estimated at $30,385 annually
Source of funds: Utility Fund
Outside Resources: Test America Laboratories, Inc.
Background Information:
This agreement satisfies the various analytical testing requirements set by the state and EPA
mandated programs such as the Industrial Pretreatment as well as water quality requirements
for the drinking water system, which the City has to meet. The term of the agreement is for a
twelve-month period, and may be renewed for four additional twelve-month periods of time
provided both parties agree.
Public Comment:
N/A
Blue Sheet Format
Updated 04/2008