Contract - Consor Engineers, LLC - 10/27/2022 CITY OF ROUND ROCK
PROFESSIONAL CONSULTING SERVICES AGREEMENT
FOR TANK CLEANING SERVICES
WITH
CONSOR ENGINEERS,LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS Professional Consulting Services Agreement for tank cleaning services, and
for related goods and services, (referred to he ei as the "Agreement'), is made and entered into
on this the�day of the month of , O' � 2022, 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 CONSOR
ENGINEERS, LLC DBA "U.S. UNDERWATER", whose mailing address is 123 Sentry
Drive, Mansfield,Texas 76063 (referred to herein as the "Consultant').
RECITALS:
WHEREAS,City desires to procure tank cleaning services;and
WHEREAS, City has determined that the procurement of said services is for a
professional service; and
WHEREAS, City desires to procure tank cleaning services from Consultant and
Consultant desires to provide said services; 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, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Consultant
whereby City agrees to purchase specified services and Consultant is obligated to provide same.
4859-8329-3748/ss2
8-202-2-3sS
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.
2.01 EFFECTIVE DATE AND TERM
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 is for sixty (60) months from the effective date
hereof.
C. 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 Consultant to supply the services as set forth in Exhibit"A,"attached hereto
and incorporated herein by reference for all purposes. Exhibit "A," together with this
Agreement, comprise the total Agreement and is fully a part of this Agreement as if repeated
herein in full.
4.01 SCOPE OF WORK
Consultant shall satisfactorily provide all services described under the attached exhibits
within the contract term specified in Section 2.01. Consultant's undertakings shall be limited to
performing services for the City and/or advising City concerning those matters on which
Consultant has been specifically engaged. The Scope of Work may only be modified by a
written Supplemental Agreement executed by both parties. Consultant shall perform its services
in accordance with this Agreement, in accordance with the appended exhibits, in accordance
with due care,and in accordance with prevailing industry standards for comparable services.
5.01 COSTS
A. Costs listed on the attached Exhibit"A"shall be the basis of any charges collected
by the Consultant.
B. The City shall be authorized to pay Consultant an amount not-to-exceed Eight
Hundred Seventy-Four Thousand Four Hundred and No/100 Dollars ($874,400.00) for the
term of this Agreement.
6.01 INVOICES
All invoices shall include, at a minimum,the following information:
A. Name and address of Consultant;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 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 affect such termination by
giving Consultant a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
performance, supplies,materials,equipment,and/or deliverables,or within thirty(30)days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Consultant 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); however, this Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor, a
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late;or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds;or
C. There is a bona fide dispute between Consultant 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
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Consultant, cancel this Agreement without liability to
Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts,
or otherwise were offered or given by Consultant or its agents or representatives to any City
officer, employee, or elected representative with respect to the performance of this Agreement.
In addition,Consultant may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Consultant's charges.
11.01 INSURANCE
Consultant shall meet all insurance requirements as set forth at:
https://www.roundrocktexas.gov/departments/purchasing
12.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means,manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Michael Thane
Utilities and Environmental Services
3400 Sunrise Road
Round Rock,Texas 78665
512-218-3236
mthane@roundrocktexas.gov
14.01 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.
15.01 DEFAULT
If Consultant abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Consultant 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.
Consultant 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.
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16.01 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 Consultant.
B. In the event of any default by Consultant, City has the right to terminate this
Agreement for cause,upon ten(10)days' written notice to Consultant.
C. Consultant 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 Consultant, Consultant
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,
Consultant 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 Consultant that
portion of the charges, if undisputed. The parties agree that Consultant is not entitled to
compensation for services it would have performed under the remaining term of the Agreement
except as provided herein.
17.01 INDEMNIFICATION
Consultant 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
Consultant, or Consultant's agents, employees or subcontractors, in the performance of
Consultant'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 Consultant (including, but not
limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
18.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Consultant, 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.
B. In accordance with Chapter 2271,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contact contains
written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
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Israel during the term of this contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
C. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade association.
The signatory executing this Agreement on behalf of Consultant verifies Consultant does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association, and it will not discriminate during the term of this Agreement against a
firearm entity or firearm trade association.
D. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1)does not boycott energy companies;and(2)will not
boycott energy companies during the term of this Agreement. The signatory executing this
Agreement on behalf of Consultant verifies Consultant does not boycott energy companies, and
it will not boycott energy companies during the term of this Agreement.
19.01 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.
20.01 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 the 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.
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Notice to Consultant:
CONSOR Engineers, LLC
123 Sentry Drive
Mansfield,TX 76063
Notice to City:
City Manager Stephanie L.Sandre,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 Consultant.
21.01 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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Consultant 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.
23.01 DISPUTE RESOLUTION
City and Consultant 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.
24.01 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
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
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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 void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Consultant 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. Consultant understands and agrees that time is of the essence
and that any failure of Consultant to fulfill obligations for each portion of this Agreement within
the agreed timeframes will constitute a material breach of this Agreement. Consultant 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 Consultant'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 Consultant 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 Consultant have executed this Agreement on the dates
indicated.
City of Roxind Rock,Texas CONSOR Engineers LLC
By: mull
az e: By:
Printed NPrin ed Name:
Title:M Title:4'
Date Signed: 27 Z Date Signed: 9 ''30- ZO7.Z U
Attest:
By: �
Meagan Spi n,
CitylClerk
For City,Approved as to Form:
By
Step i ie L. SAN, City Attorney
9
Exhibit "A"
CONSOR Engineers,LLC
(„__, dba U.S.Underwater
\���/ 123 Sentry Drive,Mansfield,TX 76063
P:800 860 2178 1 F:817 447 0021
+PtCWOR' .pe
Service Quote
Account Name City of Round Rock Date 6/22/2022
Contact Name Michael De Santis Prepared By Ryan Enos
Email mdesantis@roundrocktexas.gov Email renos@usunderwaterservices.cem
Quote Number 00010446 Quote Name Tank Cleanings-2022 Round Rock
Expiration Dale
DescriptionProduct Line Item - Price Quantity
Hourly Labor Rate Stone Oak Standpipe-1/8"-314"@ 90% $695.00 14.00 hour $9,730.00
Depth Pay(1-100) Stone Oak Standpipe(Est.8 dives @ 120) $2.00 800.00 foot $1,600.00
Depth Pay(101-150) Stone Oak Standpipe(Est.8 dives @ 120') $3.00 160.00 foot $480.00
Hourly Labor Rate Vista Heights Standpipe-1/4"-1 1/2"@ 85% $695.00 16.00 hour $11,120.00
Depth Pay(1 -100) Vista Heights Standpipe(Est. 10 dives at 130') $2.50 1,000.00 foot $2,500.00
Depth Pay(101-150) Vista Heights Standpipe(Est.10 dives @ 130') $4.00 300.00 foot $1,200.00
Hourly Labor Rate Bowman Road Ground-114"-1/2"@ 100% $525.00 6.00 hour $3,150.00
Hourly Labor Rate Westinghouse GST-1"@ 100% $525.00 6.00 hour $3,150.00
Hourly Labor Rate Highway 1431 EST-1/4"-3"@ 100% $525.00 8.00 hour $4,200.00
Hourly Labor Rate High Country-114"-2"@ 95% $525.00 10.00 hour $5,250.00
Hourly Labor Rate Southeast Elevated-1/48"-1 1/2"@ 95% $525.00 12.00 hour $6,300.00
Hourly Labor Rate Chisholm Valley Elevated-1/4'-3"@ 85% $525.00 16.00 hour $8,400.00
Hourly Labor Rate Chandler Creek Elevated-1/4"-314"@ 90% $525.00 12.00 hour $6,300.00
Houdy Labor Rate South 81 Tower-1/4"-@ 10% $525.00 8.00 hour $4,200.00
Hourly Labor Rate South East Booster Ground-1116"-1"@ 30% $525.00 12.00 hour $6,300.00
Hourly Labor Rate Lake Creek Ground-1/8"-1"@ 30% $525.00 8.00 hour $4,200.00
Hourly Labor Rate McNeil Road Ground-1/8"@ 30% $525.00 4.00 hour $2,100.00
Hourly Labor Rate Batton Hill-112"-3"@ 90% $525.00 10.00 each $5,250.00
Hourly Labor Rate Clearwell#4 North-3/4"-3"@ 100% $525.00 22.00 hour $11,550.00
Hourly Labor Rate Clearwell#3 West-112"-2"@ 10% $525.00 18.00 hour $9,450.00
Hourly Labor Rate Clearwell#1 South-1/8"-2"@ 60% $525.00 14.00 hour $7,350.00
Hourly Labor Rate Clearwell#2 East-118%2"@ 80% $525.00 18.00 hour $9,450.00
Hourly Labor Rate Reuse Elevated-4" ll"@ 100% $525.00 50.00 hour $26,250.00
Hourly Labor Rate Reuse Clearwell-6"-36"@ 100% $525.00 40.00 hour $21,000.00
Mobilization/Demobilization Standpipe Team $2,500.00 1.00 trip $2,500.00
Mobilization/Demobilization Ground/Elevated Team $1,900.00 1.00 trip $1,900.00
Estimated Total Project Cost
Total Price $174,860.00
Total Price is based off our best,good faith evaluation of the effort required to complete the scrape or work given the inlormadon available at the time of the quote. We
reserve the right to adjust prices due to changes in the work scope,errors or omission of information.
e
Description Sediment removal from water storage tank�g�1� p divers.Tanks will remain full of water and in service,
' sediment will be discharged on site.Estim o rrent sediment levels in the tanks as of 611612022.This is a
T&M estimate,USU will bill for actual number of hours/trips.Hourly rate includes labor,equipment&Per Diem.
Standard Terms&Conditions
CLARIFICATIONS
Service Quote is contingent upon availability of personnel and equipment.
Final billing with reflect the actual work done times the applicable unit of measure. Quantities quoted are based on our best,good faith effort to
estimate the full scope and cost of the project.
Standard payment terms are Net 30 days.
USU accepts Visa and MasterCard for invoice payment. A 3.5%processing fee will be added to the total amount invoiced for all payments made
using a credit or purchase card.
Scope of work will be performed will meet all American Water Works Association(AWWA)requirements and OSHA 29 CFR specifications,
including AWWA current standards(ANSI/AWWA c652-92)regarding disinfection procedures when conducting underwater activities in potable
water storage facilities. All equipment used will be for potable water only.
Water access hatches must have dimensions of 24"x 24"or greater for diver entry.
Client is responsible for coordinating the turning off radio frequency(RF)antennas/transmitters which could create an unsafe work
environment. USU will charge$450.00 per hour for all downtime caused by delays related to unsafe RF activity.
To efficiently complete work,USU requires 10 hours access to tank sites per day. If site is not accessible for at least the 10-hour minimum,Client
may be subject to additional fees and/or mobilization charges. Client must have tanks full prior to arrival of the dive team. Additional onsite delays
not caused by USU will be subject to an hourly charge of$450.00. This includes but is not limited to:waiting on Client to arrive,waiting for keys,
insect infestations,tanks not being full and baffle walls not revealed to USU prior to agreement in scope of work. Baffle walls create a larger
scope of work;please disclose baffle walls so that USU may properly estimate the job.
Project Supervisor will consult with the client representative on the final decision regarding safe working conditions.
If additional mobilization is required to complete a project caused by customer related downtime,USU will invoice additional mobilization fees.
Should Contractor be inhibited or denied access to a facility to perform an inspection a standard exterior inspection checklist will be completed,
and Client will be billed for full quoted inspection price.
Unless otherwise noted,standpipes will be inspected to 60',and remainder will be inspected by drop camera.
Inspection reports will include a proposal of recommendations for compliance with applicable AWWA,OSHA,TCEQ(Texas only)or state
standards/requirements. USU will provide digital copies of the completed report. Paper copies of the report can be obtained by client request.
Water level indicator repairs/component replacement is not warrantied unless the entire system is replaced.
HOURLY RATE CLAUSE: Sediment removal&other applicable work specified in line items above will be billed hourly per the rate quoted for
each tank. Prices above are shown with an estimated quantity of hours;final billing will be based on the total number of hours spent working on
sediment removal/other applicable activity including setup,tear-down and waiting for tanks to fill/refill. Sediment removed will be discharged
on-site and will the responsibility of the Client to dispose of. Should Client require the sediment hauled offsite,USU must reconsider the scope of
work and adjust pricing accordingly. Unless otherwise stated,rock&other debris are not included in standard sediment removal. Should these
items be found,USU will notify Client and adjust the price according to the new scope of work. Client must be able to maintain a full water level
during the sediment removal process.
Pressure Tank Clause,if applicable:A full internal(if accessible)and external inspection will be conducted. Client understands tanks must be
drained,de-pressurized and opened prior to inspection. Client is responsible for resealing hatches and drains as well as replacing gaskets.
Epoxy Repair Clause,if applicable:Water temperature must be above 40 degrees F for all epoxy repairs. The Aquatopoxy product is a two-part
epoxy which requires a minimum of[2]gallons per facility. Syntho-steel is a solid stick that requires a minimum of[1]stick per facility. Even
though these are extremely durable products,this type of repair is considered temporary. There are no warranties or guarantees on epoxy work.
Unless otherwise specified,pricing does not include site specific training. If a pre-project orientation/training is required to access the site,Client
must notify USU prior to quote acceptance. Additional charges may apply for site specific orientation/training.
1 hereby certify that I have read and agree to the above terms and conditions of this service quote.
Quote Acceptance Information
Signature Title
Printed Name Date
Purchase Order# Please provide copy of purchase order,if applicable.