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Contract - Ace Pipe Cleaning, Inc. - 8/9/2018 CITY OF ROUND ROCK AGREEMENT FOR MULTI-SENSOR INSPECTION SERVICES FOR SEWER PIPE WITH ACE PIPE CLEANING, INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for the purchase of multi-sensor inspection services of twenty-four (24) inches to eighty-four (84) inches sewer pipe, and for related goods and services (referred to herein as the "Agreement"), is made and entered into on this the 9 .L day of the month of2018 by and between the CITY OF ROUND ROCK, a Texas home-rule muni pality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and ACE PIPE CLEANING, INC., whose offices are located at 6601 Universal Avenue, Kansas City, Missouri 64120 (referred to herein as "Vendor"). RECITALS: WHEREAS, City desires to purchase certain services, multi-sensor inspection services for sewer pipe, and City desires to procure same from Vendor; and WHEREAS, City is a member of the Purchasing Cooperative of America and Vendor is an approved Purchase Cooperative of America vendor through Purchasing Cooperative of America Contract No. 3-156-16; and WHEREAS, City desires to purchase certain goods and services from Vendor through Purchasing Cooperative of America as set forth herein; 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 sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follow: 00404933/ss2 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified services and Vendor is obligated to provide said services. The Agreement includes Vendor's Proposal dated May 31, 2018 (attached as Exhibit "A"). B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods mean the specified supplies, materials, commodities, or equipment. F. Services mean work performed to meet a demand or effort by Vendor to comply with promised delivery dates, specifications, and technical assistance specified. 2.01 EFFECTIVE DATE, TERM, ALLOWABLE RENEWALS, PRICES FIRM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. B. This Agreement shall terminate upon successful completion of services as described in Exhibit"A." C. Prices shall be firm for the duration of this Agreement. 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 with Vendor 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 The goods and services which are the subject matter of this Agreement are described in Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to 2 the terms and conditions set forth in pages one (1) through nine (9) of this Agreement. 4.01 SCOPE OF WORK Vendor shall satisfactorily complete all services described in Vendor's Proposal, Exhibit "A," attached hereto and incorporated herein. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A" within the contract term specified. A change in the Scope of Services or any term of this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 5.01 CONTRACT AMOUNT In consideration for the deliverables and services related to the deliverables, the City agrees to pay Vendor One Hundred Forty-Two Thousand Seven Hundred Ninety and 10/100 Dollars ($142,790.10) for the goods and services set forth in Exhibit"A." 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received 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 effect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 3 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor 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. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or B. 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 Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 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 Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers 4 12.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: David Freireich, Chief Utility Engineer Utilities and Environmental Services 2008 Enterprise Drive Round Rock, Texas 78664 (512) 671-2756 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth at: http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf. 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 Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re-advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or C. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 5 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 Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 17.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. Vendor 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 6 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 Vendor 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 Vendor 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 Vendor agrees to comply with any applicable TCEQ Total Maximum Daily Load (TMDL) Requirements and/or I-Plan requirements. C. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel 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. Notice to Vendor: Ace Piping Cleaning, Inc. 6601 Universal Avenue Kansas City, MO 64120 7 Notice to City: City Manager Stephan 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 Vendor. 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 Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 23.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 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 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. 8 25.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures appear on the following page.] IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Rou d Rock, Texas Ace Piping Cleaning, Inc. By: By: 46�.- Printed Name: Printed Name: ruce Van$ine Title: MAAOP:dTitle: Secretary/Treasurer Date Signed: Date Signed: -7-10-1f Attest: By: Sara L. White, City Clerk For City, pi iroved as to Fo m: By: Stephan . Sheets, City Attorney 6601 Un,iwefsal Avenue Kansas City,,M891 O 6-41220ACE PIPE CLEANING p (Ble)2..1_so5. e. A Carylort Cornpatrry Off ce-e?:acepipe corn CONTRACT PROPOSAL City of Round Rock June 31,2017 Attention: David Freireich Chief Utility Engineer work 512-671-2756 mobile 512-563-1121 dfreireichCr�,roundrocktexas.2ov Proposal#: 18-532 for Multi-Sensor Inspection of 24"to 84"Sewer Pipe 1. PROJECT DESCRIPTION: Multi-Sensor Inspection(HDCCTV/LIDAR/Sonar)of 22,138 L.F.of 24"to 84"sewer main. 2. SCOPE OF WORK: Ace Pipe Cleaning, Inc. ("Ace") will provide the labor, equipment, data management, data analysis and standard post processing, for Multi-Sensor Inspection ("MSI"), and will include the following tasks: Multi-Sensor Inspection (HDCCTV/LIDAR/Sonar) of 22,138 L.F. of 24"to 84" " Multi-Sensor Inspection to analyze Ovality, defect analysis, deflection and analysis capturing and scoring. APC will utilize our state of the art CUES SolidFX Multi-Sensor Technology and a Sonar Unit specifically designed for Siphons and Submerged Pipe 3. EQUIPMENT: APC will utilize the HDCCTV/LIDAR/SONAR-SOLIDFX MSI LIDAR PLATFORM by CUES to build a 360 degree "profile"of the active Sewer Pipe. The MSI CCTV Video Profiling accompanied by a PACP segment report of the HDCCTV Video file during an approximate 30 day"Post Processing"analysis.The data processing facility is specifically designated to maintain the accuracy and integrity of the MSI DATA for accuracy.A visual portrayal of the pipe's Ovality, pipe integrity score,severity of all defects, overall condition and/or other noteworthy issues within the Mainline pipe segments.A pdf report depicting the ovality, deflection, debris quantification, defect analysis and pipe joint screening of the entire sewer main will be described in the 3rd party defect analysis. 4. Kickoff Meetinq Prior to the commencement of the MSI Inspection and evaluation,APC would like to request a 1 hour"kickoff"meeting with the City staff or Engineer to discuss the Aquifer Sewer inspection requirements prior to the mobilization of the MSI Crew. The kickoff meeting is designed to fully understand the priorities set forth by the State and the project expectations set forth by the Owner. 5. The deliverables for this project include: A standard MSI report, defect analysis, ovality measurements, debris quantity,water levels, notation ever"point of interest"and a general observation at 25-foot intervals. Pipe joints are observed for anomalies.A standard PACP report is associated with every manhole to manhole segment. PRICING AND PAYMENT: Name of • - • Total Rate TotalComment Rate Multi-Sensor Inspection LF $4.45 L.F. $2.00 L.F. $6.45 L.F. $142,790.10 Standard reporting LIDAR/Sonar/HDCCTV Sonar Inspection- LF $4.50 L.F. Included "Standard"Sonar deliverable Budget Ace Pipe Cleaning is a member of the Purchasing COOP of America. 3-156-16 Wastewater Piping & Structure Debris Removal Services contract. Exhibit "A" Pagel of 4 4. SCHEDULE: To be determined upon acceptance of this Proposal. 5. CLARIFICATIONS/ASSUMPTIONS;TERMS&CONDITIONS: The Clarifications/Assumptions are part of this Proposal. Ace's Terms and Conditions are attached as Attachment A and are incorporated into and part of this Proposal. Please review the Clarifications/Assumptions and Ace's Terms and Conditions carefully. The pricing is based upon Customer's acceptance of Ace's Clarifications/Assumptions and Terms and Conditions. This Proposal represents our complete offering. If there are any conflicts between Customer's requirements or plans and specifications and this Proposal,this Proposal shall govern. PREVAILING WAGE?YES=NO XX TAX EXEMPT?YES XX_ NO_ If yes, please provide Wage Determination. If yes,please provide Tax Exemption Certificate. ACE PIPE CLEANING, INC. ACCEPTED by CUSTOMER: Signed: Sauce.611� Date:5/31/18 Signed: Date Titl : Regional Managed Title: Exhibit "A" Page 2 of 4 CLARIFICATIONS/ASSUMPTIONS All pricing is conditioned upon the Clarifications/Assumptions listed below. 1. CLARIFICATIONS: a. The Proposal excludes any sales or use or other similar taxes. If the Project is tax exempt, Customer shall provide Ace the appropriate documentation. b. Except as otherwise stated herein, the Proposal does not include payment of prevailing wages or certified payroll reporting. If payment of prevailing wages or submission of certified payroll reports is required,Customer shall provide a wage determination sheet and/or certified payroll instructions. C. Except as otherwise stated herein,the Proposal does not include by-pass pumping. d. Any corrections, repairs, or extractions required due to existing structural defects or failures are excluded from the Work. e. Ace will provide light traffic control(cones)if necessary. Additional devices and personnel will be billed on and T&M basis. f. In the case of collapsed/blocked line which requires an additional, Inspection footage shall be billed on the total manhole-to-manhole segment length of the pipe segment. g. Data will be delivered in digital and PDF reports format and will provide logged information of pipe condition, calling out NASSCO PACP defects(such as root intrusions, pipe separations,cracks, decay and crumbling)as necessary. h. MSI Data will be"processed" and returned to Owner in approximately 4 weeks from the date of the Processing Center's receipt.All Inspections will be coded every 25'and/or at every defect/observation and point of interest. 2. ASSUMPTIONS: a. Owner will provide free access to the work site which will be adequate for Ace's equipment. Ace reserves the right to charge Customer if additional mobilizations are required if access is not available. b. Owner will coordinate the Work with any private property owners. C. Owner shall provide an approved disposal site and it shall be noted the"generator"of the waste stream on any disposal manifests(if applicable).APC shall be noted as the waste stream transporter. d. Pricing is subject to change 90 days from the date of the proposal. e. There are no hazardous materials present in the project area. Exhibit "A" Page 3 of 4 Terms and Conditions 1. General Conditions: These general terms and conditions are all previous communications between them, either oral or written. The incorporated by reference into the proposal and are part of the waiver by Contractor of any term, condition or provision herein stated Agreement under which services are to be performed by the shall not be construed to be a waiver of any other term, condition or Contractor for the Customer. Customer's signature and return of the provision hereof. proposal as presented, or Customer's authorization of Contractor to commence the work, shall constitute acceptance of all of its terms and 9. Performance Dates: The performance schedule, if stated in the conditions. proposal, is approximate and is not guaranteed by Contractor. Contractor shall not be liable for delays in the progress of the Work 2. Warranty: Contractor warrants that its work will be free from due to acts of government, acts of God, adverse weather, war, riot, defects caused by faulty workmanship for a period of twelve months labor disputes, civil insurrection or any other causes beyond after substantial completion of the work. Any warranty claim must be Contractor's reasonable control, and the date of performance shall be presented in writing to Contractor within 12 months after the adjusted for any such delays. Further, Contractor shall not be substantial completion of Contractor's work, or the claim shall be responsible for delays in the project caused by the failure of waived. material/equipment suppliers to deliver material, equipment or services in the time and manner agreed upon or in the time and manner 3. Terms of Payment: Payments are due within thirty days from anticipated. the submission to Customer of an invoice. A"late payment"charge of one and one-half percent (1% %) per month or the maximum legal 10. Scope Limitations: Any material, equipment, structure or interest rate,whichever is greater,will be made on all monies past due service item that is not explicitly a part of this Contract is specifically and shall be paid immediately. excluded from Contractor's Work. 4. Customer Responsibilities: Customer will provide mechanical 11. Contract Amendments: The following contract amendment services. Operation and control of Customer's equipment is the procedure is to be used for work performed for the Customer by Customer's responsibility. If Contractor's work is interrupted due to Contractor,which is beyond the scope of the proposal. (a)As change circumstances caused or allowed by Customer and of which order items are identified and before any work is done, Contractor and Contractor was not apprised prior to starting the work, an hourly fee the Customer will review and agree on the work to be performed;(b)A will be charged. contract amendment or change order will be completed with regard to scope and price and any schedule impact.All parties involved will sign 5. Pre-existing Conditions: The Contractor is not responsible for the contract amendment or change order; and (c) Contractor will liability, loss or expense (including damage caused by the backup of perform the work and bill the Customer. For time and materials work, basement sewers) caused by pre-existing conditions, including faulty, back-up documentation will be provided. inadequate or defective design, construction, maintenance or repair of property or contamination of the subsurface where the condition 12. Limitation of Liability: In no event shall Contractor be liable for existed prior to the start of the Contractor's work. Customer is any indirect,special or consequential loss or damage arising out of any responsible for loss of service equipment caused by the pre-existing work performed for Customer. To the fullest extent permitted by law, condition at the job site. the total liability,in the aggregate,of Contractor to Customer or anyone claiming by or through Customer, for any and all liabilities, claims, 6. Environmental Conditions: The debris is represented to losses, expenses,or damages whatsoever arising out of or in any way Contractor to be non-hazardous, requiring no manifesting or special related to Contractor's services, the Project, or the Proposal, from any permitting. The Customer will be responsible for any additional costs cause or causes whatsoever, including without limitation, negligence, or claims associated with the treatment, storage, disposal of the strict liability, indemnity, warranty, or breach of contract, shall not removed debris, or breach of the above representation, at any time exceed the Contract Amount. The Contractor is not responsible for the during or after the completion of this project. Notwithstanding anything rendering of or failure to render architectural, engineering or surveying herein to the contrary, when the Work includes removal of industrial professional services. Customer and Contractor waive all rights of waste, Customer represents and warrants it holds clear title to all subrogation for claims covered by the parties'insurance. waste debris or other materials Contractor may handle, process or transport and Customer agrees to supply all necessary manifests or 13. Attorney's Fees: The prevailing party in any dispute between permits and Customer shall indemnify Contractor for liability, loss and Contractor and Customer shall be entitled to receive attorneys' fees, expense caused by discharge,escape, release of liquids,gases or any court costs and other legal fees from the non-prevailing party. Ace other material contaminant or pollutant into the atmosphere or into or shall be entitled to collect reasonable attorney's fees incurred to collect onto land, water or property, except to the extent such liability , loss any"late payments". and expense is caused by Contractor's negligence. 14. NOTICE TO OWNER FAILURE OF THIS CONTRACTOR TO 7. Indemnification: The Customer and Contractor will each PAY THOSE PERSONS SUPPLYING MATERIAL OR SERVICES TO indemnify the other in proportion to relative fault for liability, loss and COMPLETE THIS CONTRACT CAN RESULT IN THE FILING OF A expense incurred by the other party resulting from a negligent act or MECHANIC'S LIEN ON THE PROPERTY WHICH IS THE SUBJECT omission in performance of work under this Agreement. The Customer OF THIS CONTRACT PURSUANT TO CHAPTER 429, RSMO. TO also will indemnify Contractor for liability, loss and expense resulting AVOID THIS RESULT YOU MAY ASK THIS CONTRACTOR FOR from Contractor services if the Contractor is acting at the direction or "LIEN WAIVERS" FROM ALL PERSONS SUPPLYING MATERIAL instruction of the Customer, or where the primary cause of any OR SERVICES FOR THE WORK DESCRIBED IN THIS CONTRACT. damages is due to information provided by the Customer. Where the FAILURE TO SECURE LIEN WAIVERS MAY RESULT IN YOUR Customer provides labor for the Contractor, the Customer will PAYING FOR LABOR AND MATERIAL TWICE. indemnify the Contractor for liability, loss or expense for work related injuries to those laborers not provided by the Contractor. 8. Entire Agreement: This proposal together with any written documents which may be incorporated by specific references herein, constitutes the entire agreement between the parties and supersedes Exhibit "A" Page 4 of 4 ® DATE(MM/DD/YYYY) �. CERTIFICATE OF LIABILITY INSURANCE 07/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA INC. PHONE FAX 540 W.MADISON A/C No Ext): A/C No): CHICAGO,IL 60661 E-MAIL Attn:chicago.CertRequest@marsh.com ADDRESS: INSURERS AFFORDING COVERAGE NAIC# ACE PI _ _ _ INSURER A:Zurich American Insurance Company 16535 INSURED ACE PIPE CLEANING,INC. INSURER B:American Zurich Insurance Company 40142 + 6601 UNIVERSAL AVENUE INSURER C: KANSAS CITY,MO 64120 t INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-007486706-14 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR I WV/ POLICY NUMBER MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY GLO 9377201-14 110/31/2017 10/31/2018 EACH OCCURRENCE $ 1,000,000 I DAMAGE TO RENTED CLAIMS MADE OCCUR PREMISES Ea occurrence $ 1,000,000 X XCU INCLUDED MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JPRO-- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY BAP 9377199-14 10/31/2017 10/31/2018 COMBINED SINGLE LIMIT $ 2,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY CPer accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B i WORKERS COMPENSATION WC 9377202-14 '10/31/2017 10131/2018 X IPER OTH- Y/N WC012261902(WI) 10/3112017 10/3112018 AND EMPLOYERS'LIABILITY STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000 000 OFFICER/MEMBER EXCLUDED? NI NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEEI $ 1,000,000 If yes,describe under 1 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:MULTI-SENSOR INSPECTION PROJECT CITY OF ROUND ROCK IS AN ADDITIONAL INSURED UNDER GENERAL LIABILITY AND AUTOMOBILE LIABILITY,BUT ONLY TO THE EXTENT REQUIRED BY THEIR WRITTEN CONTRACT WITH THE NAMED INSURED FOR OPERATIONS PERFORMED BY THE NAMED INSURED. CERTIFICATE HOLDER CANCELLATION CITY OF ROUND ROCK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 221 E MAIN ST. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ROUND ROCK,TX 78664 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee I4Lr�ti•tr�o►� �.Cc_ -u @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN102988002 LOC#: Chicago ,ate o ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA INC. ACE PIPE CLEANING,INC. 6601 UNIVERSALAVENUE POLICY NUMBER KANSAS CITY,MO 64120 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance THE INSURANCE AFFORDED TO THE ADDITIONAL INSUREDS IS PRIMARY INSURANCE OVER ANY OTHER VALID OR COLLECTIBLE INSURANCE THAT THE ADDITIONAL INSUREDS MAY HAVE WITH RESPECT TO LOSS UNDER THIS POLICY. OTHER INSURANCE OF ANY ADDITIONAL INSUREDS APPLICABLE TO LOSS IS IN EXCESS OVER THIS ENDORSEMENT AND THE AMOUNT OF THE COMPANY'S LIABILITY UNDER THIS POLICY SHALL NOT BE REDUCED BY THE EXISTENCE OF SUCH OTHER INSURANCE,PROVIDED,HOWEVER,THAT THIS PARAGRAPH DOES NOT APPLY(i)TO LOSS CAUSED SOLELY BY THE NEGLIGENCE OF SUCH ADDITIONAL INSUREDS,OR(ii) TO LIABILITY OF THE ARCHITECT,ENGINEER OR SURVEYOR ARISING OUT OF(1)PREPARING,APPROVING OR FAILING TO PREPARE OR APPROVE MAPS,SHOP DRAWINGS,OPINIONS,REPORTS,SURVEYS,FIELD ORDERS,CHANGE ORDERS OR DRAWINGS AND SPECIFICATIONS,OR(2)GIVING DIRECTIONS OR INSTRUCTIONS,OR FAILING TO GIVE THEM,IF THAT IS THE PRIMARY CAUSE OF THE INJURY OR DAMAGE. THE INSURANCE PROVIDED UNDER THIS ENDORSEMENT WILL BE PRIMARY AND NON-CONTRIBUTORY ONLY IF A WRITTEN CONTRACT REQUIRES IT. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 0 ZURICH Waiver Of Transfer Of Rights Of Recovery Against Others To Us Policy No. Eff. Date of Exp. Date of Eff.Date of End. Agency No. Addl.Prem Return Prem. AP 9377199-14 Pol.. 10/31/2017 Pol. 10/31/2018 10/31/201.7 This endorsement is issued by the company named in the Declarations. It changes the policy on the effective date listed above at the hour stated in the Declarations. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Carylon Corporation Address(including ZIP code): This endorsement modifies insurance provided under the: Business Auto Coverage Form Truckers Coverage Form Garage Coverage Form Motor Carrier Coverage Form SCHEDULE Name of Person or Organization: ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY. We waive any right of recovery we may have against the designated person or organization shown in the schedule because of payments we make for injury or damage caused by an "accident"or"loss" resulting from the ownership,maintenance, or use of a covered "auto" for which a Waiver of Subrogation is required in conjunction with work performed by you for the designated person or organization. The waiver applies only to the designated person or organization shown in the schedule. Countersigned: Date: U-CA-320-B CW(4/94) Page 1 of 1 9 Additional Insured — Owners, Lessees Or Contractors — ZURICH Ongoing Operations — Scheduled Policy No. Eff, Date of Pal. Exp. Date of Rol. Eff. Date of End. Producer No. Add'I. Prern Return Prem. GLO-937701-14 10131/2017 1 10/31/2018 10/31/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part SCHEDULE Name of Person or Organization: Location and Description of Additional Ongoing Operations: Premium: ANY PERSON OR ORGANIZATION, OTHER ANY LOCATION OR PROJECT, OTHER NIA THAN AN ARCHITECT, ENGINEER, OR THAN A WRAP-UP OR CONSOLIDATED SURVEYOR, WHOM YOU ARE REQUIRED INSURANCE PROGRAM LOCATION OR TO ADD AS AN ADDITIONAL INSURED PROJECT FOR WHICH INSURANCE IS UNDER THIS POLICY UNDER A WRITTEN OTHERWISE SEPARATELY PROVIDED TO CONTRACT OR WRITTEN AGREEMENT YOU BY A WRAP-UP OR OTHER EXECUTED PRIOR TO LOSS, EXCEPT CONSOLIDATED INSURANCE PROGRAM. WHERE SUCH REQUIREMENT IS PROHIBITED BY LAW. A. Section II — Who Is An Insured is amended to include as an insured any person or organization shown in the Schedule of this endorsement, but only with respect to liability arising out of your ongoing operations performed for that insured at or from the corresponding location designated and described in the Schedule. However, if you have entered into a construction contract with an additional insured person or organization shown in the Schedule of this endorsement, the insurance afforded to such additional insured only applies to the extent permitted by law. B. With respect to the insurance afforded to any additional insured shown in the Schedule of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury" or"property damage"occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms and conditions of this policy remain unchanged. U-GL-1465-D CW(12-13) Pagel oft Includes cnnvrinhted material of Insurance Services Office. Inc..with its nermission. 9 Additional Insured — Owners, Lessees Or Contractors — ZURICH Completed Operations — Scheduled Policy Pio, Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. AddT Prem Return Prem. G LO-9377201-14 10/31/2017 10131/2018 10131/2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided underthe: Commercial General Liability Coverage Part SCHEDULE Name of Person or Organization: Location and Description of Additional Completed Operations: Premium: ANY PERSON OR ORGANIZATION, OTHER ANY LOCATION OR PROJECT, OTHER N/A THAN AN ARCHITECT, ENGINEER, OR THAN A WRAP-UP OR CONSOLIDATED SURVEYOR, WHOM YOU ARE REQUIRED INSURANCE PROGRAM LOCATION OR TO ADD AS AN ADDITIONAL INSURED PROJECT FOR WHICH INSURANCE IS UNDER THIS POLICY UNDER A WRITTEN OTHERWISE SEPARATELY PROVIDED TO CONTRACT OR WRITTEN AGREEMENT YOU BY A WRAP-UP OR OTHER EXECUTED PRIOR TO LOSS, EXCEPT CONSOLIDATED INSURANCE PROGRAM. WHERE SUCH REQUIREMENT IS PROHIBITED BY LAW. Section II —Who Is An Insured is amended to include as an insured any person or organization shown in the Schedule of this endorsement, but only with respect to liability arising out of "your work" at or from the corresponding location designated and described in the Schedule performed for that insured and included in the "products-completed operations hazard". However, if you have entered into a construction contract with an additional insured person or organization shown in the Schedule of this endorsement, the insurance afforded to such additional insured only applies to the extent permitted by law. All other terms and conditions of this policy remain unchanged. U-GL-1466-D CW(12-13) Page 1 of 1 Inrlurlec cnnvrinhted material of Incin•anr_e�erVlCes Office Inc with its net-mission. 0 Waiver Of Subrogation (Blanket) Endorsement ZURICH Policy No. Eff. Date of Pol. Exp. Date of Pot. Eff.Date of End. Producer Add'I.Prcm Retum Prem. G LO9377201-14 10/31/2017 10/31/201.8 10/31/2017 $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement,which is executed before a loss, to waive your rights of recovery from oth- ers, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-B CW(12/01) Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS,THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANI- ZATION. RGANI- ZATION. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. WC 937702-14 Endorsement No. Premium $ 0 Insured: Carylon Corporation Insurance Company American Zuricn Insurance Co. Countersigned by WC124 (4-84) Page 'I of 1 WC 00 03 13 Copyright 1983 National Council on Compensation Insurance, Inc, Uniform FonrsT"'' CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-377896 ACE PIPE CLEANING, INC Kansas City, MO United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/10/2018 being filed. City of Round Rock, Texas Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Multi-Sensor Inspection MSI Inspection (HDCCTV/LIDAR/Sonar) of 24-84" Sewer Main 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary C : 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is (U G U ckn�i1j_ and my date of birth is-I galy My address is (4 b( U!a-' w Sa,( AAl{ W�o �0 !I all SI (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in 4 on the �GiI�. � .SuL`. County, State of rin,� I I day of k ,20 \a (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711 CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-377896 ACE PIPE CLEANING, INC Kansas City, MO United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/10/2018 being filed. City of Round Rock,Texas Date Acknowledged: 07/25/2018 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Multi-Sensor Inspection MSI Inspection(HDCCTV/LIDAR/Sonar)of 24-84"Sewer Main Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711