Contract - GCA Services Group - 12/3/2015 (2) CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF SERVICES
FOR HIGH RAFTER CLEANING
WITH
GCA SERVICES GROUP
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement is for purchase of high rafter cleaning services at certain City of Round
Rock facilities, and for related goods and services, and is referred to herein as the "Agreement."
This Agreement is made and entered into on this the ?>A day of the month of
tPC6& 1� 2015, 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 GCA SERVICES GROUP, whose offices are located at
_94'b5 Richmond Avenue, Suite 350, Houston, Texas 77042, referred to herein as the "Services
Provider." 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 services for high rafter cleaning in certain City
facilities and to purchase associated goods and services, and City desires to purchase same from
Services Provider; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Services Provider is an approved Buy Board vendor; and
WHEREAS, City desires to purchase certain services and related goods as set forth here
in from Services Provider through Buy Board Contract 4485-15, pursuant to Texas Local
Government Code, Section 271.102; 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:
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified goods and services and Services Provider is obligated
to sell specified goods and services. The Agreement includes Service Provider's Proposal
(attached as Exhibit"A") and any other exhibits, addenda, and/or amendments thereto.
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.
F. Services Provider means GSA Services Group or any successors or assigns.
2.01 EFFECTIVE DATE,INITIAL TERM,AND ALLOWABLE RENEWALS
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall be for three (3) years from the effective date
hereof.
C. Prices shall be firm for the duration of this Agreement and for any renewal
periods. No separate line item charges shall be permitted for invoicing purposes, including but
not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other
extraneous charges.
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
Service Provider's Proposal is set forth in Exhibit "A," which together with this
Agreement comprise of the total Agreement as if repeated herein in full.
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4.01 SCOPE OF WORK
Services shall satisfactorily provide for high rafter cleaning as described in Exhibit "A."
Services undertakings shall be limited to performing services for the City and/or advising City
concerning those matter on which Services Provider has been specifically engaged. Services
Provider shall perform its services in accordance with the 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
City shall pay Service Provider in accordance with the prices set forth on Exhibit "A."
Pricing shall vary as described in Exhibit "A" based upon whether facilities are operational or
shutdown at the times services are rendered. In the event services are rendered at the facilities
when facilities are shutdown, the cost per year shall not exceed Sixty-Two Thousand Forty
Dollars and 30/100 ($62,040.30). In the event services are rendered while facilities are not
shutdown, the cost per year for the term of the Agreement shall not exceed Sixty-Seven
Thousand Two Hundred Six Dollars and No/100 ($67,206.00).
6.01 INVOICES
All invoices shall include, at a minimum,the following information:
A. Name and address of Services Provider;
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,
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
Services Provider(s) and Round Rock. Such agreement shall be conclusively inferred for the
Services Provider from lack of exception to this clause in the Services Provider's response.
However, all parties hereby expressly agree that the City of Round Rock is not an agent of,
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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 Services Provider 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 Services Provider 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. Services Provider 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 Services Provider, 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 Services Provider 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.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without incurring
liability to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code.
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11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
12.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products from another supplier or suppliers.
13.01 INSURANCE
Services Provider shall meet all of City's insurance requirements. Failure to meet or
maintain City's insurance requirements shall be considered a material breach of this Agreement.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Pete Dominguez
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3144
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.
16.01 DEFAULT
If Services Provider abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Services Provider 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.
Services Provider shall be declared in default of this Agreement if it does any of the
following:
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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 Services
Provider.
B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause, upon ten (10) days' written notice to Services Provider.
C. Services Provider 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 Services Provider,
Services Provider 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, Services Provider 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 Services Provider that portion of the charges, if undisputed. The parties agree that Services
Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein.
18.01 INDEMNIFICATION
Services Provider 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
Services Provider, or Services Provider's agents, employees or subcontractors, in the
performance of Services Provider'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
Services Provider (including, but not limited to the right to seek contribution) against any third
party who may be liable for an indemnified claim.
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19.01 COMPLIANCE WITH LAWS, CHARTER, ORDINANCES AND PROGRAMS
A. Services Provider, 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. Services Provider acknowledges and understands that City has adopted a Storm
Water Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139
through 14-152 of the City's Code of Ordinances, to manage the quality of the discharges from
its Municipal Separate Storm Sewer System (MS4) and to be in compliance with the
requirements of the Texas Commission on Environmental Quality (TCEQ) and the Texas
Pollutant Discharge Elimination System (TPDES). The Services Provider agrees to perform all
operations on City-owned facilities in compliance with the City's Illicit Discharge Ordinance to
minimize the release of pollutants into the MS4. The Services Provider agrees to comply with of
the City's stormwater control measures, good housekeeping practices and any facility specific
stormwater management operating procedures specific to a certain City facility. In addition, the
Services Provider agrees to comply with any applicable TCEQ Total Maximum Daily Load
(TMDL)Requirements and/or I-Plan requirements.
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 the recipient's address as stated herein; 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 Services Provider:
GCA Services Group
Mark S. DeMoussett
°Wo 403 5 Richmond Avenue, Suite 399
Houston, TX 77042
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Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
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
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
24.01 DISPUTE RESOLUTION
City and Services Provider 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.
25.01 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
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.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider 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.
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Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider 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 Services
Provider'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 Services Provider 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 Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock,Texas GCA Services Group
4 By: By: e
Printed Name: NAA i W Printed ame: M�Yk � 1L�ac.csS�
Title: Mo,\i Title: ,
Date Signed: TT Date Signed: 0-/,j s; is,
Attest:
Sara L. White, City Clerk
For City, roved aItoorm:
B
teph L. Sheets, City Attorney
—
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GCA EXHIBIT "A" QUOTE
SERVICES GROUP""
QUALITY•MEASURED.MANAGED.GUARANTEED.
10375 Richmond Ave.,Ste. 300 Quote delivered via: e-mail
Houston,TX 77042 DATE October 29,2015
Mark DeMoussett EXPIRATION DATE December 13,2015
713-539-8676
mdemoussett(cDgcaservices.com
Prepared for: City of Roundrock
221 E.Main Street
Round Rock,TX 78664
ATTN: Ron Hunter
Cleaning Services Requested: • - is with Facility Shutdown
Buy Board Contract# 485-15 (Facility Maintenance and
Rafter and High Cleaning
RRSC
CMRC
Police Department
All prices below subject to state and local taxas at applicable rate
DESCRIPTIONITEM •
High Rafter Cleaning for Round Rock Sports Center(RRSC) 1 $31,168.80 $ 31,168.80
High Rafter Cleaning for Clay Madsen Rec Center(CMRC) $ -
1) Gym/Basketball court 1 $9,567.90 $ 9,567.90
2)Two(2)Mezzanines 1 $950.00 $ 950.00
3) Four(4)Racquetball Courts 1 $2,000.00 $ 2,000.00
4)Lobby 1 $1,925.00 $ 1,925.00
5) Pool room 1 $7,125.00 $ 7,125.00
High Rafter Cleaning- (PD) "Sally Port" 1 $9,003.60 $ 9,003.60
High Rafter Cleaning- (PD) Small Garage 1 $300.00 $ 300.00
GCA TO PROVIDE ALL LABOR,SUPERVISION
SUBTOTAL(without tax) $ 62,040.30
FOR SAFETY-GCA WILL BLOCK OFF AREA WHERE WORK IS TO BE PERFORMED
PLEASE NOTE: WORK CANNOT BE PERFORMED WITHOUT WRITTEN APPROVAL
To accept this quotation, sign here:
Date: Purchase Order#
If approved, please email to: mdemoussett@gcaservices.com - or by fax, attn M. Demoussett(713) 244-9000
THIS ESTIMATE IS GOOD FOR 45 DAYS.CUSTOMER RESPONSIBLE TO INSPECT AND APPROVE WORK UPON COMPLETION AND TO SIGN OFF THAT WORK
WAS COMPLETED SATISFACTORILY. IF NOT SATISFACTORY, CORRECTIONS OR ADJUSTMENTS WILL BE MADE IMMEDIATELY BY GCA CLEANING
SPECIALTIES.WORK NOT INSPECTED UPON COMPLETION WILL BE CONSIDERED ACCEPTABLE TO CUSTOMER.ANY DELAYS IN STARTING OR COMPLETING
JOB CAUSED BY CUSTOMER WILL BE BILLED IN ADDITION TO AMOUNT QUOTED.ANY VARIATION OF WORK QUOTED,OR ADDITIONAL WORK REQUIRED
AT TIME OF SERVICE WILL BE BILLED IN ADDITION TO AMOUNT QUOTED.
THANK YOU FOR YOUR BUSINESS!
EXHIBIT "A" QUOTE
SERVICES GROUP""
QUALMY•MEASURED.MANAGED.GUARANTEED.
10375 Richmond Ave.,Ste. 300 Quote delivered via: e-mail
Houston,TX 77042 DATE October 29,2015
Mark DeMoussett EXPIRATION DATE January 27,2016
713-539-8676
mdemoussett(cD_gcaservices.com
Prepared for: City of Roundrock
221 E.Main Street
Round Rock,TX 78664
ATTN: Ron Hunter
Cleaning Services Requested: Quote • Facility Shutdown
:—BUV—Board Contract# 485-15 (FacilitV Maintenance and Operations Services) -------
Rafter and High Cleaning
RRSC
CMRC
Police Department
All prices below subject to state and local taxas at applicable rate
ITEM DESCRIPTIONTOTALper
High Rafter Cleaning for Round Rock Sports Center(RRSC) 1 $33,696.00 $ 33,696.00
High Rafter Cleaning for Clay Madsen Rec Center(CMRC) $ -
1) Gym/Basketball court 1 $10,631.00 $ 10,631.00
2)Two(2)Mezzanines 1 $950.00 $ 950.00
3) Four(4) Racquetball Courts 1 $2,000.00 $ 2,000.00
4) Lobby 1 $2,500.00 $ 2,500.00
5) Pool room 1 $7,125.00 $ 7,125.00
High Rafter Cleaning- (PD) "Sally Port" 1 $10,004.00 $ 10,004.00
High Rafter Cleaning- (PD) Small Garage 1 $300.00 $ 300.00
GCA TO PROVIDE ALL LABOR,SUPERVISION AND MATERIALS
SUBTOTAL(without tax) $ 67,206.00
FOR SAFETY-GCA WILL BLOCK OFF AREA WHERE WORK IS TO BE PERFORMED
PLEASE NOTE: WORK CANNOT BE PERFORMED WITHOUT WRITTEN APPROVAL
To accept this quotation, sign here:
Date: Purchase Order#
If approved, please email to: mdemoussett@gcaservices.com -or by fax, attn M. Demoussett(713)244-9000
THIS ESTIMATE IS GOOD FOR 45 DAYS.CUSTOMER RESPONSIBLE TO INSPECT AND APPROVE WORK UPON COMPLETION AND TO SIGN OFF THAT WORK
WAS COMPLETED SATISFACTORILY. IF NOT SATISFACTORY, CORRECTIONS OR ADJUSTMENTS WILL BE MADE IMMEDIATELY BY GCA CLEANING
SPECIALTIES.WORK NOT INSPECTED UPON COMPLETION WILL BE CONSIDERED ACCEPTABLE TO CUSTOMER.ANY DELAYS IN STARTING OR COMPLETING
JOB CAUSED BY CUSTOMER WILL BE BILLED IN ADDITION TO AMOUNT QUOTED.ANY VARIATION OF WORK QUOTED,OR ADDITIONAL WORK REQUIRED
AT TIME OF SERVICE WILL BE BILLED IN ADDITION TO AMOUNT QUOTED.
THANK YOU FOR YOUR BUSINESS!