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R2024-197 2024-10-14RESOLUTION NO. R2024-197 A Resolution of the City Council of the City of Pearland, Texas, awarding a 3- year (1-year initial term; two 1-year renewals) service contract for electric and mechanical services (maintenance and repairs of City facilities) to Sustanite Support Services LLC (S3), in the annual estimated amount of $1,100,000.00, for the period of October 15, 2024 through October 14, 2027. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That competitive bids for electric and mechanical services have been reviewed and tabulated. Section 2. That the City Council hereby awards a service contract to Sustanite Support Services LLC, in the annual estimated amount of $1,100,000.00. Section 3. The City Manager or his designee is hereby authorized to execute a service contract for electric and mechanical services. PASSED, APPROVED and ADOPTED this the 14th day of October, A.D., 2024. ________________________________ J. KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY Docusign Envelope ID: 9299FB2A-6A03-429D-9AA8-26ECB4E7C35F Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 1 of 7 City of Pearland 3519 Liberty Drive Pearland, TX 77581 SERVICE CONTRACT NO. RFP0824-04 Electrical and Mechanical Services THIS CONTRACT ("Contract") is entered into by and between the City of Pearland, a Texas home-rule municipal corporation (“City”) and Contractor (“Contractor"), and consisting of the following parts: I. Summary of Contract Terms II. Signatures III. Standard Contractual Provisions IV. Special Terms and Conditions V. Additional Contract Attachments I. Summary of Contract Terms. Contractor: Sustanite Support Services LLC 8000 Berwyn Drive Houston, TX 77037 Description of Services: Contractor will provide Industrial Electrical, Mechanical, and I&C Repairs and Services for water and wastewater treatment facilities throughout the City of Pearland, as needed, per the specifications of RFP 0824-04. Contract Amount: Unit Price Contract, Annual Estimated Amount of $1,100,000.00 Effective Date: October 15, 2024 End Date: October 14, 2027 Renewals: 2 Resolution No/Bid No: R2024-197 / RFP 0824-04 II. Signatures CITY OF PEARLAND CONTRACTOR Purchasing Officer Date Title: Date: *Signed by: Date Superintendent/Manager Director Deputy/Assistant City Manager City Manager *City Contract Signature Authority: Superintendent/Manager – up to $10,000 Director - $10,001 - $30,000 City Manager/Deputy/Assistant City Manager - $30,001 + City Council Resolution over $50,000 Vice President 10/7/2024 Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B 10/15/2024 | 4:05 PM CDT 10/15/2024 | 4:48 PM CDT Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 2 of 7 II.a. Signatures - Contract Clause Addendum State of Texas laws require that entities utilizing public funds incorporate the following contract clauses into all agreements involving the distribution of such funds. Please sign to acknowledge compliance with the conditions below. Name of Authorized Contractor Representative: _____________________________________ Signature: ______________________________________ Date: ________________ Required Contract Clauses A. Texas Government Code - Chapter 2271. Prohibition on Contracts with Companies that Boycott Israel. By signing this Agreement, the CONTRACTOR/CONSULTANT certifies that, if it is a company with at least 10 full-time employees and has a value of at least $100,000 that is paid wholly or partly from public funds, that it: a. does not boycott Israel; and b. will not boycott Israel during the term of the contract. B. Texas Government Code - Chapter 2274. Prohibition on Contracts with Companies that Discriminate Against Firearm and Ammunition Industries. By signing this Agreement, the CONTRACTOR/CONSULTANT certifies that, if it is a company with at least 10 full-time employees and has a value of at least $100,000 that is paid wholly or partly from public funds, that it: a. does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and b. will not discriminate during the term of the contract against a firearm entity or firearm trade association. C. Texas Government Code - Chapter 2276. Prohibition on Contracts with Companies Boycotting Certain Energy Companies. By signing this Agreement, the CONTRACTOR/CONSULTANT certifies that, if it is a company with at least 10 full-time employees and has a value of at least $100,000 that is paid wholly or partly from public funds, that it: a. does not boycott energy companies; and b. will not boycott energy companies during the term of the contract. III. Standard Contract Provisions WHEREAS, Contractor has bid to provide Services (“Services”) in response to Request for Bid/Proposal RFP 0824-04 (“Solicitation”), which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor’s bid or proposal response, as applicable, are incorporated by reference in this Contract as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Services in accordance with the attached Scope of Work, as detailed in Attachment A, the content of which is incorporated by reference into this Contract as if fully set out here in its entirety, and in accordance with Exhibit 2. Israel Lopez or Bart Adams 10/7/2024 Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 3 of 7 2. Term. This Contract is for three (3) years, with performance commencing upon the effective date or the date of issuance of the notice to proceed issued by the Contract Administrator or the Purchasing Division, or upon the performance date listed in the notice to proceed, whichever is later. The parties may mutually extend the Term of this Contract for up to two (2) additional one-year periods (“Option Period(s)”), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City’s extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Contract is for an estimated amount of $1,100,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within thirty (30) days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated, in its entirety, by reference into this Contract. Any amount not expended during the initial term or any option period may, at the City’s discretion, be allocated for use in the next option period. Invoices will be emailed to the following email address with a copy provided to the Contract Administrator: City of Pearland Attn: Accounts Payable Email: accountspayable@pearlandtx.gov 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Contract, including deductions for non-performance and authorizations for payment. The City’s Contract Administrator for this Contract is as follows: Name: City of Pearland – Purchasing Officer For department: Utilities – Pearland Water – Surface Water Treatment Plant Phone: 281.652.1600 Email: purchasing@pearlandtx.gov 5. Insurance; Bonds. (A) Before performance can begin under this Contract, the Contractor must deliver a Certificate of Insurance (“COI”), as proof of the required insurance coverages, to the City’s Contract Administrator. Additionally, the COI must state that the City shall be provided no less than thirty (30) days’ advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within ten (10) days of the City Manager or his designee’s written request. Insurance requirements are as stated in Attachment C, the entirety of which is incorporated by reference into this Contract. (B) Contractor shall provide any required payment bond, performance bond, or both, prior to commencement of performance under this Contract. The terms, conditions, and amounts of the bonds and appropriate surety information shall be included in the RFB/RFP or as may be added to Attachment C, and such content, the entirety of which, shall be incorporated into this Contract. 6. Purchase Release Order. For multiple-release purchases of Services provided by the Contractor over a period of time, the City will exercise its right to specify time, place and Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 4 of 7 quantity of Services to be delivered in the following manner: the authorized City department or division shall send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order shall refer to this Contract, and Services shall not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re- working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item’s bid/proposal price, shall be paid by the Contractor within thirty (30) days of receipt of City’s invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Contract are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Contract shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated therein. Attachment D, the entirety of which, is attached to this is incorporated into this Contract. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City’s actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Contract including any Option Period. Substitutions and deviations from the City’s product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Contract as an expenditure in said budget, and it is within the sole discretion of the City’s City Council to determine whether or not to fund this Contract. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor shall perform all work required by this Contract as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. In performing the Services, the Contractor will not enter into subcontracts or utilize the services of subcontractors unless the subcontractors were identified in the bid/quote/proposal or approved by the Contract Administrator. 13. Amendments. This Contract may be amended or modified only in writing and executed by authorized representatives of both parties. Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 5 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Contract waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Contract must be given by hand delivery, or certified mail, postage prepaid, and is deemed received on the day hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Pearland Attn: Shaun Gilmore Title: Surface Water Treatment Plant Manager Address: 3720 County Road 48, Rosharon, TX 77583 Phone: 281.652.1961 IF TO CONTRACTOR: Sustanite Support Services LLC Attn: Bart Adams Title: Vice President Address: 8000 Berwyn Drive, Houston, TX 77037 Phone: 281.615.1449 17. Liability and Indemnity. ANY PROVISION OF ANY ATTACHED CONTRACT DOCUMENT THAT LIMITS THE CONTRACTOR’S LIABILITY TO THE CITY OR RELEASES THE CONTRACTOR FROM LIABILITY TO THE CITY FOR ACTUAL OR COMPENSATORY DAMAGES, LOSS, OR COSTS ARISING FROM THE PERFORMANCE OF THIS CONTRACT OR THAT PROVIDES FOR CONTRACTUAL INDEMNITY BY ONE PARTY TO THE OTHER PARTY TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTIVE UNDER THIS CONTRACT. EXCEPT WHERE AN ADDITIONAL CONTRACT DOCUMENT PROVIDED BY THE CITY PROVIDES OTHERWISE, EACH PARTY TO THIS CONTRACT IS RESPONSIBLE FOR DEFENDING AGAINST AND LIABLE FOR PAYING ANY CLAIM, SUIT, OR JUDGMENT FOR DAMAGES, LOSS, OR COSTS ARISING FROM THAT PARTY'S NEGLIGENT ACTS OR OMISSIONS IN THE PERFORMANCE OF THIS CONTRACT IN ACCORDANCE WITH APPLICABLE LAW. THIS PROVISION DOES NOT AFFECT THE RIGHT OF EITHER PARTY TO THIS CONTRACT WHO IS SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS ARISING FROM THIS CONTRACT TO BRING IN THE OTHER PARTY TO THIS CONTRACT AS A THIRD- PARTY DEFENDANT AS ALLOWED BY LAW. 18. Dispute Resolution Procedures. The Contractor and City desire an expeditious means to resolve any disputes that may arise between them regarding this Contract. If either party disputes any matter relating to this Contract, the parties agree to try in good faith, before bringing any legal action, to settle the dispute by submitting the matter to mediation before a third party who will be selected by agreement of the parties. The parties will each pay one-half of the mediator’s fees. 19. Attorney’s Fees. Should either party to this Contract bring suit against the other party for Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 6 of 7 breach of contract or for any other cause relating to this Contract, neither party will seek or be entitled to an award of attorney’s fees or other costs relating to the suit. 20. Termination. (A) City Termination for Convenience. Under this paragraph, the City may terminate this Contract during its term at any time for the City’s own convenience where the Contractor is not in default by giving written notice to Contractor. If the City terminates this Contract under this paragraph, the City will pay the Contractor for all services rendered in accordance with this Contract to the date of termination. (B) Termination for Default. Either party to this Contract may terminate this Contract as provided in this paragraph if the other party fails to comply with its terms. The party alleging the default shall provide the other party notice of the default in writing citing the terms of the Contract that have been breached and what action the defaulting party must take to cure the default. If the party in default fails to cure the default as specified in the notice, the party giving the notice of default may terminate this Contract by written notice to the other party, specifying the date of termination. Termination of this Contract pursuant this paragraph does not affect the right of either party to seek remedies for breach of the Contract as allowed by law, including any damages or costs suffered by either party. 21. Owner’s Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner’s manual and/or preventative maintenance guidelines or instructions if available for any equipment purchased by the City pursuant to this Contract. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 22. Limitation of Liability. The City’s maximum liability under this Contract is limited to the total amount of compensation listed in this Contract. In no event shall the City be liable for incidental, consequential or special damages. 23. Assignment. No assignment of this Contract by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Contract by the Contractor is of the essence of this Contract, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 24. Severability. Each provision of this Contract is considered to be severable and, if, for any reason, any provision or part of this Contract is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Contract that are valid, but this Contract shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 25. Order of Precedence. In the event of any conflicts or inconsistencies between this Contract, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Contract (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. the Contractor’s bid response (Exhibit 2). Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B Service Contract Standard Form. Approved as to Legal Form 6.28.2021 with contract clause addendum 2024 Page 7 of 7 26. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 “Certificate of Interested Parties” as part of this Contract if required by said statute for items approved by the City Council. 27. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Contract. The applicable law for any legal disputes arising out of this Contract is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Brazoria County, Texas. 28. H.B. 89. In accordance with Chapter 2270 of the Texas Government Code, the signatory executing this contract on behalf of company verifies that the company does not boycott Israel and will not boycott Israel during the term of this contract. This clause is subject to companies with ten or more full time employees and the contract value is $100,000 or more that is to be paid wholly or partially with public funds of the governmental entity. 29. Public Information Act Requirements. This paragraph applies only to Contracts that have a stated expenditure of at least $1,000,000 or that result in the expenditure of at least $1,000,000 by the City. The requirements of Subchapter J, Chapter 552, Government Code, regarding certain entities requirement to provide contracting information to governmental bodies in connection with a public information request, may apply to this contract and the Contractor agrees that the contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 30. Entire Agreement. This Contract constitutes the entire agreement between the parties concerning the subject matter of this Contract and supersedes all prior negotiations, arrangements, agreements, and understandings, either oral or written, between the parties. IV. Special Terms and Conditions. None. V. Additional Contract Documents Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP/ Bid No. RFP 0824-04 Exhibit 2: Contractor’s Bid/Proposal Response Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B ATTACHMENT A – SCOPE OF WORK Scope of services shall consist of providing all materials, equipment, and labor necessary for electrical, mechanical, and I&C repairs and services for water and wastewater treatment facilities as needed by the City of Pearland as per the specifications of RFP 0824-04; Vendor must be capable of performing services on, but not limited to, the following types of equipment: • 120V, 240V, and 480V systems • Blowers • Various pump motors • Vertical turbine pumps • Submersible water pumps • Bubbler systems • VFDs and VFD controlled pumps • Centrifugal pumps • Gearboxes • Actuated Valves • Industrial breakers • MCC systems • Chemical Feed pumps controls • Programmable Logic Controllers • Digital signal converters • Transmitters • Transducers • Sensors • Generator transfer switch gear • Commercial lighting systems • HVAC systems • Automated Security Gates • Mechanical bar screens and conveyers Vendor is expected to respond to the following typical, but not limited to, types of callouts: • Pump troubleshooting and repairs • Pump replacement • Motor troubleshooting and repairs • Motor replacement • Blower motor troubleshooting and repairs • Clarifier drive troubleshooting and repairs • Variable Frequency Drive (VFD) troubleshooting and repairs • Electrical control panel troubleshooting and repairs • Programmable Logic Controller (PLC) troubleshooting and repairs • SCADA system troubleshooting • Air compressor unit troubleshooting and repairs • Generator switch gear troubleshooting and repairs • Any preventative maintenance required by the manufacturer outside of the City’s capability. • Insulation Resistance Testing (a.k.a., Megging the motor) • HVAC for MCC areas Vendor must also be capable of general metal fabrication and structural repair of process equipment such as clarifiers, skimmer arms, and baffles, aeration equipment, steel pipe fabrication and offsets; Must be capable of fabricating parts for obsolete equipment and the retrofitting of newer equipment in place of irreparable and obsolete equipment as per the specifications of RFP 0824-04. Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B ATTACHMENT B – BID/PRICING SCHEDULE Line #Description QTY UOM Unit 1 Master Electrician - Standard Rate (7:30 am - 5:00 pm)20 HOUR $250.00 2 Master Electrician - Emergency Rate (5:01 pm - 7:29 am)5 HOUR $250.00 3 Journeyman Electrician - Standard Rate (7:30 am - 5:00 pm)500 HOUR $155.00 4 Journeyman Electrician - Emergency Rate (5:01 pm - 7:29 am)50 HOUR $225.00 5 Apprentice/Helper Electrician - Standard Rate (7:30 am - 5:00 pm)500 HOUR $85.00 6 Apprentice/Helper Electrician - Emergency Rate (5:01 pm - 7:29 am)50 HOUR $124.00 7 SCADA Technician - Standard Rate (7:30 am - 5:00 pm)500 HOUR $165.00 8 SCADA Technician Emergency Rate (5:01 pm - 7:29 am)50 HOUR $227.00 9 Instrumentation and Control Field Service - Hourly Rate (At City Facility)400 HOUR $115.00 10 Instrumentation and Control Field Service - Hourly Rate (After Hours)50 HOUR $157.00 11 Instrumentation and Control Shop Service - Hourly Rate (At Vendor's Facility)400 HOUR $70.00 12 Instrumentation and Control Shop Service - Hourly Rate (After Hours)50 HOUR $92.00 13 Mechanical Field Service - Hourly Rate (At City Facility)400 HOUR $90.00 14 Mechanical Field Service - Hourly Rate (After Hours)50 HOUR $130.00 15 Mechanical Shop Service - Hourly Rate (At Vendor's Facility)400 HOUR $90.00 16 Mechanical Shop Service - Hourly Rate (After Hours)50 HOUR $130.00 17 Payment for Bonds and Insurance 1 EA $39,000.00 18 Materials/Parts *Markup Unit of Measure - Estimate 1 EA $240,000.00 Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B ATTACHMENT C – INSURANCE REQUIREMENTS Contractors performing work on City property or public right-of-way for the City of Pearland shall provide the City a certificate of insurance or a copy of their insurance policy(s) evidencing the coverages and coverage provisions identified herein. Contractors shall provide the City evidence that all subcontractors performing work on the project have the same types and amounts of coverages as required herein or that the subcontractors are included under the contractor’s policy. All insurance companies and coverages must be authorized by the Texas Department of Insurance to transact business in the State of Texas and must be acceptable to the City of Pearland. Listed below are the types and amounts of insurances required. The City reserves the right to amend or require additional types and amounts of coverages or provisions depending on the nature of the work. Type of Insurance Amount of Insurance Provisions 1. Workers’ Compensation Employers’ Liability Statutory Limits $100,000 per occurrence City to be provided a WAIVER OF SUBROGATION and 30- day notice of cancellation or material change in coverage. 2. Commercial General (Public) Liability to include coverage for: a) Premises/Operations b) Products/Completed Operations c) Independent Contractors d) Personal Injury e) Contractual Liability Personal Injury - $1,000,000 per person; Property Damage - $1,000,000 per occurrence; General Aggregate - $1,000,000 City to be listed as additional insured and provided 30-day notice of cancellation or material change in coverage. City shall be provided 30-day notice of cancellation or material change in coverage. 3. Business Auto Liability to include coverage for: a) Owned/Leased vehicles b) Non-owned vehicles c) Hired vehicles Combined Single Limit - $1,000,000 Certificate of Insurance forms may be sent to Purchasing Department. Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B ATTACHMENT D – WARRANTY Items or services shall conform to the proposed specifications and all warranties as stated in the Uniform Commercial Code and be free from all defects in material, workmanship, and title. Docusign Envelope ID: F794829D-2974-41D7-A898-D3262A5F004B