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CM-13-08-143ROUND ROCK, TEXAS PURPOSE. H1410n P*OSPfFY City of Round Rock Agenda Item Summary Agenda Number: Title: Consider an On-site Master Services Agreement and Scope of Work for a Life Cycle Model for the City with The Texas Association of School Boards (TASB) Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 8/30/2013 Dept Director: Chad McDowell Cost: $49,500.00 Indexes: General Self -Financed Construction Attachments: LAF, Agreement Text of Legislative File CM -13-08-143 The Texas Association of School Boards Life Cycle program provides facility owners with current inventories, life cycle standards, and detailed reports to assist in determining when to replace, budget for replacements, and ultimately establish an effective and continuous long range master plan for all components and systems. This process with help facilities department create a 20 year Master Plan as directed by Council. Staff recommends approval City of Round Rock Page 1 Printed on 8/29/2013 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: General Services Project Mgr/Resource: Chad McDowell []Council Action: ORDINANCE On-site Master Services Agreement and Scope Project Name: of Work for a Life Cycle Model for the the City ContractorNendor: The Texas Association of School Boards (TASB) n RESOLUTION Agenda Wording City Manager Approval CMA Wording Consider a On-site Master Services Agreement and Scope of Work for a Life Cycle Model for the the City with The Texas Association of School Boards (TASB). Attorney Approval Attorney Notes/Comments Date y7.4 -q13 City signs first. C:\Users\ssandre\APPDATA\LOCAL\TEMP\WDGX\4440\OPEN\0002\LAF - (00280610).XLS Updated 6/3/08 ON-SITE MASTER SERVICES AGREEMENT The Texas Association of School Boards, Inc. ("TASB"), a Texas nonprofit corporation, 12007 Research Boulevard, Austin, Texas 78759, and the City of Round Rock ("Client"), enter into this OnSite Master Services Agreement ("Agreement") for TASB to provide fee-for-service environmental and facilities services to Client. This Agreement is effective as of q 't 30 , 2013 ("Effective Date"). TASB, through its OnSite Services Program ("OnSite"), offers environmental, facilities and other services to TASB's Active and Associate Members and other entities. TASB provides certain services to TASB members and other entities that become subscribing members of OnSite in exchange for a basic annual membership fee. TASB also provides additional services on a fee- for-service basis ("Service" or "Services") to OnSite members and other entities. TASB and Client agree to the following terms and conditions for Client's engagement of TASB to provide one or more Services: 1. PURPOSE AND SCOPE. This Agreement establishes the terms and conditions that apply to Services performed by TASB for Client through OnSite and allows the parties to contract for specific Services through individual Statements of Work in accordance with Paragraph 2. This Agreement does not limit Client's right to perform the Services itself or to engage others to perform the same or similar Services. 2. STATEMENT OF WORK. The specific details of the Services will be set out in writing in a Statement of Work ("SOW"), which will describe the Services to be provided and state the payment terms and any technical requirements, performance timelines, acceptance criteria, and other terms regarding the Services. Each SOW will represent distinct and separate Services. The SOW must be signed by representatives of both parties (who may be different from the signatories to this Agreement) who are duly authorized to sign on behalf of and bind their respective party. The parties may amend or modify the SOW by change order or other written agreement signed by their duly authorized representatives as may be authorized by their respective policies. Each SOW is subject to the terms and provisions of this Agreement and is deemed to be incorporated into and attached as an exhibit to this Agreement. If a conflict or difference in terms exists between this Agreement and the SOW, this Agreement will control except as specifically provided in the SOW and then only to the extent necessary to reconcile the conflict or difference. 9-1-09 1 3. TERM. This Agreement begins on the Effective Date and, subject to Paragraph 4, continues as provided in this section. If Client is an OnSite member, the initial term of this Agreement will continue until the expiration of the Client's annual membership (August 31) and then be automatically renewed for successive one year terms co -extensive with such annual membership (September 1- August 31). If Client is not an On -Site member, the initial term of this Agreement will be for a period of two years and then be automatically renewed for successive one year terms. 4. TERMINATION. Either party may terminate this Agreement at any time by giving the other party 30 days advance written notice, which notice will specify the effective date of the termination. Additionally, if Client is eligible for TASB Active or Associate membership and ceases to be an Active or Associate TASB Member, this Agreement will terminate at the same time as Client's TASB membership. If this Agreement is terminated, Client will pay all amounts due under any outstanding SOW(s) in accordance with the terms of such SOW(s). 5. RELATIONSHIP OF PARTIES; INDEPENDENT CONTRACTOR. In performing the Services, TASB is at all times an independent contractor. Client will have no control over the methods and means of accomplishing the desired result. Under no circumstances will TASB or an employee or agent of TASB be deemed to be an employee or agent of Client. Nothing in this Agreement will be construed to authorize either party to make commitments of any kind for the other without the other party's prior written approval. This Agreement does not constitute or create, and will not in any way be construed, as a joint venture, partnership, or agency between Client and TASB. Further, in performing the Services, TASB does not act and will not be deemed to be acting in a fiduciary capacity and owes no fiduciary duty to Client, and is not and shall not be deemed to be providing legal advice to Client. 6. SUBCONTRACTORS. TASB may use one or more subcontractors (including sub - subcontractors) to perform the Services, provided that such subcontractors have the licenses, permits, and approvals required by applicable law. 7. PAYMENT. Client will pay TASB in accordance with the SOW. Unless provided otherwise in the SOW, TASB will invoice Client for each SOW upon completion of the Services. The invoice will identify the Services performed and fees and other charges due, and include appropriate supporting documentation to the extent applicable. TASB will send the invoice to Client's billing address at: City of Round Rock 212 Commerce Drive Round Rock, TX 78664 Client will pay each invoice in full within forty-five (45) days of the date of the invoice. If Client disputes any portion of an invoice, Client will promptly give written notice to TASB stating the details of the dispute and pay any undisputed amount. TASB's acceptance of any partial payment will not waive TASB's right to receive payment of the disputed amount. 9-1-09 2 Balances that are more than forty-five (45) days past due will accrue finance charges at the maximum rate authorized by Chapter 2251 of the Government Code (Prompt Payment Act). TASB reserves the right to delay or suspend performing Services under any SOW if Client fails to timely pay the undisputed amount due under one or more SOW(s). 8. WARRANTIES. Services will be performed by TASB in a good and workmanlike manner, and will conform to the applicable requirements and specifications in the field of work described in the SOW. TASB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. LIMITATION OF LIABILITY. TASB's liability to Client under this Agreement is limited to the total dollar amount paid by Client to TASB pursuant to the SOW giving rise to such liability during the immediately preceding twelve (12) months. IN NO EVENT WILL TASB OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO CLIENT OR ANY THIRD PARTY, IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUE, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. 10. COMPLIANCE WITH LAW AND SAFETY. Each party will comply with all applicable federal, state and local Taws, rules, regulations and orders, including without limitation those that require licensing and permitting and those that apply to the handling, management, transport, treatment and/or disposal of (as applicable) unutilized materials and waste and toxic materials and waste. As part of this obligation, each party agrees that it will not knowingly take any action in connection with performance that would be illegal or that would violate such laws, rules, regulations and orders. TASB is in the business of providing the Services and generally understands the currently known hazards to persons, property and the environment in working with toxic and hazardous materials that may be present with respect to Services that TASB performs under this Agreement. Regardless of this understanding, Client will notify TASB's employees and agents of any known or suspected hazards on Client's property. 9-1-09 3 11. MISCELLANEOUS a. WAIVERS. Failure by either party to enforce any provision of this Agreement does not waive future enforcement of that or another provision. No right or obligation of a party may be waived without the prior written consent of the other party. b. SUCCESSION AND ASSIGNMENT. This Agreement inures to the benefit of and is binding upon the parties and their respective successors and assigns. Either party may assign or transfer its rights or obligations under this Agreement with the prior written consent of the other party. c. MEDIATION. The parties agree that, before bringing a lawsuit for any dispute arising out of this Agreement, they will first make a good faith effort to resolve the dispute by mediation. Each party's representative in the mediation must have full authority to compromise and settle any dispute that is the cause of the proceeding, and the results of the mediation will be binding only upon agreement of each party to be bound. The mediation will be held in Austin, Travis County, Texas, or at another location mutually agreed upon by the parties. Each party will pay its own expenses for participating in the mediation, including one-half of the mediator's fees. d. NOTICES. Unless otherwise specified in a SOW, all notices, requests, and other communications related to this Agreement will be in writing and be delivered by personal delivery, registered or certified mail (return receipt requested), express courier (with postage prepaid), or electronic facsimile or email (with electronic confirmation of receipt by recipient) addressed to the receiving party at the addresses set out below: City of Round Rock: 212 Commerce Drive Round Rock, TX 78664 TASB: Texas Association of School Boards, Inc. Attention: OnSite Services PO Box 400 Austin, TX 78767 Either party may change its notice information by giving the other party written notice of the change. e. SEVERABILITY. If any part of this Agreement is declared or held unenforceable for any reason, the remaining parts will continue in full force and effect. 9-1-09 4 f. GOVERNING LAW, RULE OF CONSTRUCTION, AND VENUE. This Agreement is governed by the laws of the State of Texas without regard to its conflict of laws provisions, and without giving effect to any custom or rule of law requiring construction against the drafter. Venue for any action arising out of this Agreement is in Travis County, Texas. g. ATTORNEY'S FEES. In the event of a lawsuit relating to this Agreement, the prevailing party is entitled to recover reasonable attorneys' fees that are equitable and just. h. FORCE MAJEURE. Except for payment obligations, neither party will be liable to the other under this Agreement for any failure or delay in performance resulting from causes beyond the reasonable control of that party, including without limitation acts of God, labor disputes, material shortages, governmental regulations, or communication or utility failures. The party claiming force majeure must inform the other party in writing promptly at the beginning and the end of the period of force majeure. i. SURVIVAL. Sections 4,5,7, 8, 9 and 11 will survive the expiration or termination, for any reason, of this Agreement. j. PAYMENT FROM CURRENT REVENUES. Client warrants that all payments required of it under a SOW will be made from current revenues available to Client. k. ENTIRE AGREEMENT AND AMENDMENT. This Agreement, together with any SOWs and related attachments, constitutes the entire understanding between the parties and supersedes any prior written or oral agreements with respect to the subject matter of this Agreement. This Agreement may be modified or amended only by a written instrument executed by both parties. I. COUNTERPARTS. This Agreement may be executed by the parties in one or more counterparts, each of which will be an original and all of which will constitute one and the same instrument. A facsimile signature will be deemed an original. m. AUTHORITY. This Agreement is executed with Client's full knowledge of its terms and meanings. Each individual signing below represents and warrants that he or she is duly authorized to bind his or her respective party to the terms and conditions of this Agreement. [SIGNATURE PAGE FOLLOWS] 9-1-09 5 IN WITNESS WHEREOF, the parties have caused this On -Site Master Services Agreement to be executed in their respective names by their duly authorized representatives. Texas Association of School Boards, Inc. By: Name:mons Title: Division Director, OnSite Date: E36? -4z City of Round Rock (Name of Client) By: (Signature of Authorized Representative) Name: t *eve lci (Printed Name) Title:C. \ AN 1\1\ OLV gge ( Title/Po ition with Clieht) Date: c, ,Zzd 9-1-09 6 la Texas Association of School Boards P.O. Box 400 • Austin, Texas 78767-0400. 512.467.0222 12007 Research Blvd. • Austin, Texas 78759-2439 • www.tasb.org TASB Serving Texas Schools Since 1949 July 31, 2013 Chad McDowell — General Services Director City of Round Rock 212 Commerce Drive Round Rock, TX 78664 Re: Proposal for Services Mr. McDowell, OnSite Facilities Services is pleased to propose the Life Cycle Model Service to the City of Round Rock. The Texas Association of School Board's Life Cycle Model Program provides facility owners with current inventories, life cycle standards, and detailed reports to assist in determining when to replace, budget for replacements, and ultimately establish an effective and continuous Tong -range master plan for all components and systems. How the TASB Life Cycle Model works The Model is comprised of four key components: • Building Inventory: All building components, interior and exterior, are inventoried by TASB OnSite staff and input into the Model based on quantity, square footage, age of installation, etc. The information gathered is then grouped by location. Components and systems include flooring, lighting and plumbing fixtures, doors, paint, HVAC, electrical, and building envelope. The Model can also be customized to include public works components such as manholes, stop signs, street lights, traffic signals, water mains, pavement inventory, etc. • Life Cycle Standards: Manufacturer and industry standards are applied to the inventory to establish an expected life cycle for each component and system. Estimated replacement costs are then applied using RSMeans'" CostWorks' that are specific to each geographical region. • Reports: Reports are generated that provide a wide variety of detailed and summary information that may be utilized by maintenance departments, chief financial officers, and administrators. The reports may be used to assist in determining material needs for special projects, establishing the operating budget, creating and updating a long-range master plan, and determining capital improvement budgets or bond estimating based on condition indices. • Updating: TASB can update the Model annually making it an ongoing tool to assist in any number of current and future planning needs. ® OnSite =macs Facilities Statement Of Work (SOW) City of Round Rock Life Cycle Model Service will be provided to the City of Round Rock for the fee of $49,500. The fees include all expenses incurred during the project including staff training and are based on the following property schedule. 1 City Hall 221 E. Main Street Round Rock 24,000 2 City Hall Parking Garage 221 E. Main Street Round Rock 40,000 3 Business Center Complex 231 E. Main Street Round Rock 18,500 4 Library 216 E. Main Street Round Rock 42,000 5 Public Works 2008 Enterprise Drive Round Rock 11,722 6 Public Works Construction Inspection 2008 Enterprise Drive Round Rock 2,340 7 General Services Division 212 Commerce Cove Round Rock 5,046 8 Street/Water Line Maintenance 910 Luther Peterson Place Round Rock 7,895 9 Utility Support/Storage Buildings 5200 North IH -35 Georgetown 4,250 10 Vehicle Maintenance Facility 901 Luther Peterson Place Round Rock 9,540 11 Small Engine Shop 901 Luther Peterson Place Round Rock 1,500 12 Water Treatment Plant Lab 5200 North IH -35 Georgetown 2,435 13 Water Plant Phase III 5200 North IH -35 Georgetown 14,876 14 Water Plant Phase V 5200 North IH -35 Georgetown 14,876 15 Police Facility 2701 North Mays Street Round Rock 124,000 16 Central Fire Station 203 Commerce Cove Round Rock 17,468 17 Fire Station No. 2 200 W. Bagdad Round Rock 7,677 18 Fire Station No. 4 3300 Gattis School Road Round Rock 6,550 19 Fire Station No. 5 350 Deepwood Drive Round Rock 6,500 20 Fire Station No. 6 2919 Joe DiMaggio Blvd. Round Rock 11,850 21 Fire Station No. 7 2811 Oakmont Blvd. Round Rock 6,500 22 Traffic Signals & Signs 2015 Lamar Drive Round Rock 8,510 23 McConico Builiding 301 W. Bagdad Blvd. Round Rock 27,284 24 Meter Readers 5200 IH -35 Georgetown 5,000 25 PARD Yard 300 5. Burnet Round Rock 10,000 26 Clay Madsen Recreational Center 1600 Gattis School Road Round Rock 50,500 27 Allen R. Baca Senior Center, Bldg. 2 301 W. Bagdad Blvd. Round Rock 28,435 28 Allen R. Baca Senior Center, Parking Garage 301 W. Bagdad Blvd. Round Rock 40,000 29 Kinningham Park House 1000 S. Creek Drive Round Rock 2,829 579,367 Annual updates to the Life Cycle Model by TASB staff are available at a cost of $3,000 per year after the first year of set up. The update would include updating all changes made to the existing inventory, adding new inventory, and updating replacement costs as necessary. [SIGNATURE PAGE FOLLOWS] TSB ¶nSite:9.sca Facilities We appreciate the opportunity to submit this proposal and look forward to being of further assistance to the City of Round Rock. The City may accept this proposal by having a person duly authorized to sign on behalf of and bind the City in the space provided below and returning a copy to TASB. If accepted, this proposal constitutes a Statement of Work that is subject to the terms and conditions of the OnSite Master Services Agreement entered into by and between the Texas Association of School Boards and the City of Round Rock dated C�UQU,S`� 3 0 , 2013. Please email the signed copy to mike.brooks@tasb.org or fax to TASB at 512-483-7179. If you have any questions or need additional information please feel free to contact me at 800-580- 8272 ext. 3205. Regards, Mike Brooks Manager, Facilities and Operations Services SOW Acceptance Signature Date City of Round Rock Gkeve 1\\,oruscxod LtN ,Ao gem Name (Printed) Title Please email to mike.brooks@tasb.org or fax to 512-483-7179 1131 Onsite swami Facilities