CM-2020-116 - 4/24/2020CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO
SEWER CLEANING EVALUATION AND TRAINING SERVICES
WITH
NEZAT TRAINING AND CONSULTING, INC.
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to sewer cleaning
evaluation and training services (the "Agreement'), is made by and between the CITY OF
ROUND ROCK, a Texas home -rule municipal corporation with offices located at 221 East Main
Street, Round Rock, Texas 78664-5299 (the "City"), and NEZAT TRAINING AND
CONSULTING, INC., with a mailing address of P.O. Box 1419, Splendora, Texas 77372 (the
"Consultant").
RECITALS:
WHEREAS, consulting services pertaining sewer cleaning evaluation and training, are
desired by the City; and
WHEREAS, City desires to contract with Consultant for said sewer cleaning evaluation
and training services; and
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
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 follows:
1.0 EFFECTIVE DATE AND TERM
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 the services set
forth herein.
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C. City and the Consultant reserve the right to review the Agreement at any time,
and may elect to terminate the Agreement with or without cause or may elect to continue.
2.0 SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "A" titled "Scope of Services," which shall be referred to as the
Scope of Services of this Agreement and incorporated herein by reference for all purposes.
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "A." Consultant shall perform services in accordance with this Agreement, in
accordance with the appended Scope of Services and in accordance with due care and prevailing
consulting industry standards for comparable services.
3.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in Exhibit "A" and
herein, and may be increased during the term of the Agreement to include financial services in
addition to Purchasing Card Services, but only with a written Supplemental Agreement executed
by both parties as described in Section 9.0.
4.0 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant an amount not -to -exceed Fifteen Thousand Eight Hundred
Twenty -Five and No/100 Dollars ($15,825.00) to be paid as set forth in Exhibit "A" and herein.
5.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
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requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 7.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
6.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
littps://www.roundrocictexas.gov/wp-content/uploads/2014/12/corr insurance 07 20112 pdf
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
(a) There is a bona fide dispute between the City and Consultant, 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 Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
8.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then-
current fiscal year.
9.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by
Consultant relating to additional work not directly authorized by Supplemental Agreement.
10.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon thirty (30) days'
written notice to Consultant or City, with the understanding that immediately upon receipt of
said notice all work being performed under this Agreement shall cease. Consultant shall invoice
the City for work satisfactorily completed and shall be compensated in accordance with the terms
hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall
not be entitled to any lost or anticipated profits for work terminated under this Agreement.
Unless otherwise specified in this Agreement, all data, information, and work product related to
this Project shall become the property of the City upon termination of this Agreement, and shall
be promptly delivered to the City in a reasonably organized form without restriction on future
use. Should the City subsequently contract with a new consultant for continuation of service on
the Project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
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of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.0 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
12.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer -employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
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(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
13.0 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
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written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non -transferable, royalty -free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
City shall have a non-exclusive, non -transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
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14.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this representation.
15.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
at no additional charge, or (b) if such deficient services cannot be cured within the cure period
set forth herein, then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
16.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
17.0 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 may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
18.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
19.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its consultants, 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. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to the City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
20.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
21.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
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Michael Thane
Utilities and Environmental Services
3400 Sunrise Road
Round Rock, TX 78665
(512) 218-3236
mthanegroundrocktexas.gov
22.0 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 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 Consultant:
Nezat Training and Consulting, Inc.
P.O. Box 1419
Splendora, TX 77372
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
23.0 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 Texas.
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24.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
25.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
26.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of 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 of
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 Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
28.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
29.0 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 an anticipatory repudiation of this Agreement.
30.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
Exhibit "A" may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
with one fully executed original.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock,
WKS
For City, Attest:
By: %M'-- 4imt
Sara L. White, City Clerk
For City, Approved as to Form:
By: Lj
Stephan L. heets, City Attorney
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Nezat Trpining a%d Cpnsulong, Inc.
Exhibit "A"
February 5, 2020
Mr. Chris Spencer
City of Round Rock
3400 Sunrise Road
Round Rock, TX 78665
512-801-4063
Via Email: cspencern,roundrocktexas.eov
Subject: Proposal for Sewer Cleaning Evaluation and Training
Dear Chris:
Nezat Training and Consulting, Inc., hereafter referred to as "NT&C," is pleased to present this
proposal to provide an evaluation of specific sewer cleaning equipment as well as providing sewer
cleaning training as requested for the City of Round Rock Wastewater Department, hereafter
referred to as "the City."
Overview of the Proiect
The City of Round Rock Wastewater Department provides routine and emergency
wastewater collection system line cleaning throughout the district using current sewer
cleaning units and equipment and their respective crews. The City desires to retain
NT&C to provide an evaluation of the Wastewater Department's cleaning equipment,
personnel, and operations, make recommendations for improvement of cleaning
procedures, planning, and control functions, and to train personnel on recommended
improvements to cleaning procedures. We will review current supervisory
responsibilities and make recommendations as to implementing a training/mentoring
PO Box 1419 — Splcndora, TX 77372 — (281) 788-5221 — www.nczat.com
Exhibit "A"
Page 2
program. A written report will be issued describing the findings of the evaluation and
recommendations for cleaning procedures and cleaning equipment improvements.
Phase I — Evaluation
Prior to the commencement of any future training programs, an evaluation of the City's
existing Wastewater Department equipment, current Wastewater Department operations
and procedures, and Wastewater Department personnel is strongly recommended. It has
been our experience that such evaluations reveal any needed repair, modification, or
maintenance of the equipment prior to their use during the future training classes.
Performance of this evaluation will help ensure that the equipment will be in optimum
condition for the onsite training to be accomplished. In addition, the evaluation gives us
the opportunity to evaluate the operators' skill levels and adjust the subsequent training
programs accordingly. Lastly, performance of the evaluation will allow us to examine the
current planning and control system for ongoing sewer cleaning and stoppage removal so
we can make recommendations that could increase the efficiency of the program.
Phase II — Training
Upon completion of the Evaluation phase of this project, we propose to provide
specialized sewer cleaning training to designated Sewer Department staff that will achieve
the following goals:
Improve the ability of Sewer Department personnel to work in a safe manner
and to protect themselves, co-workers, and others from injury.
2. Reduce downtime and repair costs of equipment through proper operation
and maintenance of equipment.
3. Substantially increase productivity of maintenance crews by utilizing
more efficient standard operating procedures and reducing equipment
failures and downtime.
Our experience has shown that once the field personnel acquire the knowledge to properly
maintain and operate their assigned equipment, and understand proper techniques for
performing their assignments, dramatic improvements in productivity are realized. Many
cities also find significant benefit from the mentoring aspects of the training and the
technological transfer benefits derived from exposure to case histories, special projects,
and production schedules from other cities throughout the United States.
PO Box 1419 — Splendors, TX 77372 — (281) 788-5221— www.ncmt.com
Exhibit "A"
Page 3
II Evaluation Phase Detail
The criteria in selecting the units to be evaluated should be:
a. Units that have the most direct impact on the Sewer Department procedures
associated with sewer cleaning.
b. Units that will be immediately used in the training courses following the evaluation
phase.
It has been determined that we will be evaluating three (3) combination cleaning units and
one (1) jetter with crews from the City working in and around the Round Rock, TX area.
We will spend time with each Wastewater Department unit out in the field with its
respective crew operating the unit under normal working conditions. All of the unit's
major operating components will be inspected. The operating procedures of the personnel
will be observed in order to pinpoint any improper use of the equipment and/or improper
operating procedures. A history of the maintenance and repairs performed on the unit will
be examined at the end of each unit's inspection and operation. We will look for ongoing
issues with the equipment that are causing ongoing downtime. Depending on the findings,
we will incorporate this information into the training program to address these issues or
make recommendations for equipment modifications. Any serious issues concerning any
unit examined during the evaluation will be reported to the designated city personnel
immediately upon discovery in order for corrective action to be taken.
Current planning and control operations will be reviewed, such as scheduling of
manpower and equipment, current production levels, and overall sewer maintenance
goals, timeframes, and objectives. In addition, we will interview management personnel
in order to ascertain procedures that the City would like to incorporate in the crew's day-
to-day activities. We would like to request permission from the City to record video of
the crews at work during the evaluation process. These video clips will be incorporated
into any future training programs that are requested by the City, which will enhance the
class's participation during the classroom training. The criteria for selecting classroom
course content will be based upon information gathered during the field evaluations and
interviews.
Upon completion of the evaluation as outlined above, a Final Report will be issued
outlining the observations made during the evaluation as well as any recommendations
concerning the equipment, personnel, and internal operations that will enhance and
improve the performance of the Wastewater Department's duties to the public sector.
After delivery of the report, the City should begin the process of any needed repair or
maintenance on the equipment in order for it to be ready for the training phases of the
project.
PO Box 1419 — Splendors, 7X 77372 — (281) 788-5221— www,nezatxom
Exhibit "A"
III Training Phase Detail
Page 4
The criteria for selecting classroom course content will be based upon information
gathered during the field evaluation. In addition, we will interview management
personnel in order to ascertain procedures that the City would like to incorporate in the
crew's day-to-day activities.
Objectives:
I . To provide formal training classes to enhance sewer cleaning procedures
and methods to all designated wastewater crew personnel. (See attached
class outline)
2. To provide a total of five (5) days training. This will include one (1) day
of formal classroom training and four (4) days of field training with
designated crew members. This will be actual on-the-job cleaning of
your hardest -to -clean sewer pipe.
We will provide the classroom attendees with workbooks that will outline the classroom
training program. The program detail listed in Attachment A is anticipated to be included
in the classroom training session but may be modified or changed in order to meet any
needs discovered during the evaluation process.
Field training will be conducted in the field each day with crews and equipment,
instructing them in the cleaning of sewer lines, spending one day per unit. We will be
reinforcing the techniques discussed in the classroom training and encouraging the crews
in their understanding of the benefits of the methods and techniques employed. In
addition, our intent is to train/demonstmte the nozzle camera system using a system
provided by a third -party vendor.
In providing field training to various cities, there have been instances where we have
cleaned lines that were previously going out for bid due to the level of difficulty in
cleaning these line segments. These difficult -to -clean lines were purposely chosen for
the training program to provide the result of operators being thoroughly trained as well
as allowing the customer to enjoy a considerable savings in getting the pipe clean.
IV Terms and Conditions
It is understood that you will make available to us all plans, records, and other nesssary
information from your files as well as provide access to key personnel and equipment in
order for us to perform our work during the contract period.
The City must provide the following:
PO Box 1419 — Splendora, TX 77372 — (281) 788-5221 — www.nezat.com
Exhibit "A"
1.
2
3.
4.
5.
Page 5
Access to equipment and scheduling of NT&C project activities with the
appropriate city personnel. Scheduling will be provided in such a way as to
maximize NT&C personnel's on -site time.
Access to all planning and control personnel and written procedures
Copies of all applicable operations manuals relating to safety and/or operating
procedures including manufacturers provided materials.
Maintenance and repair records on all equipment selected for the evaluation (if
available).
Suitable facility for classroom training.
The charges for the total project are as follows:
Evaluation - 4 days @ $1,600.00 per day:
3 round trips Travel Time:
(Splendora, TX — Round Rock, TX)
Final Report —1 copy @ $800.00 ea.:
Final Report presentation on site:
Classroom and Field Training -
5 days @ $1,600.00/day:
25 Workbooks @ $25.00 ea.:
Project Total:
$ 6,400.00
NiC
$ 800.00
N/C
$ 8,000.00
$ 625.00
$15,925.00
All daily rates include expenses for local transportation, lodging, and meals.
Optional items:
Final Report — additional copies @ $50.00 ea.
Additional days — @ $1,600.00 per day
It is understood that there are factors that may arise that could interfere with scheduled
training i.e. inclement weather, adjustments to personnel scheduling for emergency
situations, etc. Whenever the City designated personnel are responsible for canceling a
scheduled evaluation or training session, a standby charge of $300.00 per day will apply.
PO Box 1419— Splendora, TX 77372 — (281) 788-5221 — www.noW.com
Exhibit "A"
Page 6
We will require this signed contract and/or an assigned purchase order number in order to
proceed with the project. An invoice for the evaluation portion of the project will be
issued upon delivery of the Final Report. An invoice for the training portion of the
project will be issued upon completion of the training. Our invoice terms are Net Due
Upon Receipt.
This proposal may be withdrawn if not accepted within ten days. NT&C does not assume
any liability for the City of Round Rock Wastewater Department personnel or equipment.
Respectfully submitted,
Nezat Training and Consulting, Inc.
Kimberly C. Nezat
President
Accepted this day of 12020
City of Round Rock, Texas
Name:
Title:
Signature:
PO Box 1419 — Splendora, TX 77372 — (281) 788-5221— www.nezatoom
Kim Nezat
From: Rusty Nezat
Sent: Wednesday, March 11, 2020 2:31 PM
To: Kim Nezat; Rachael Nezat
Subject: Fwd: Contract with the City of Round Rock for Sewer Cleaning Eval and Training
Attachments: Professional Consulting Services Agreement - Nezat Sewer Cleaning Eval and Training
(03 10 20) (00441430xA08F8).pdf
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From: Marilyn Jackson <mjackson @round rocktexas.gov>
Sent: Wednesday, March 11, 2020 2:25:28 PM
To: Rusty Nezat <rusty@nezat.com>
Cc: Marilyn Jackson <mjackson@roundrocktexas.gov>
Subject: Contract with the City of Round Rock for Sewer Cleaning Eval and Training
Rusty,
The City of Round Rock will need to sent you a professional consulting services Agreement for the sewer cleaning
evaluation and training services. Your proposal has been added to the Agreement as Exhibit A. Please review, sign and
return the attached contract to me at:
City of Round Rock
Attn: Marilyn Jackson, Contracts
221 East Main Street
Round Rock Texas 78664
You may scan and return a signed contract electronically to expedite the process. The Contract should be copied single
page, not doubled sided. This Agreement shall be effective on the date that both parties have signed. I will still need
mailed to me two (2) signed original paper copies of the Contract for execution. Please have the signed Contract back to
me March 20th If you are not able to have the signed Contract returned, please let me know. You will be provided an
original copy once the Contract has been executed by the City.
Below is a link to the insurance requirements.
http://www.roundrocl<texas.gov/wp-content/uploads/2014/`12/corr insurance 07.20112.pdf.
Return to me at your earliest convenience:
1. 2 Signed Contracts
2. Insurance Certificate
Thank you and please let me know if you have any questions.
Marilyn Jackson
Contract Specialist
Office: 512-218-5459
miackson@roundrocktexas.gov
ROUND ROCK
TEX
AS
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Professional Consulting Services Agreement with
Nezat Training and Consulting, Inc. for sewer cleaning evaluation and training
services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/24/2020
Dept Director: Michael Thane, Director of Utilities and Environmental Services Department
Cost: $15,982.00
Indexes: Utility Fund
Attachments: AGMT
Department: Utilities and Environmental Services
Text of Legislative File CM-2020-116
The Utilities and Environmental Services Department is requesting to retain Nezat Training and
Consulting, Inc. (Nezat) to provide an evaluation of the Wastewater Collection Divisions
cleaning equipment, personnel, and the operations of City -owned wastewater line cleaning
equipment. After evaluation, Nezat will provide onsite training of personnel to help improve the
divisions methods and wastewater line cleaning program efficiency. Maintenance, safe
operation, and efficiency of operation are the goals set forth by Nezat. The department is
requesting to enter into an agreement with Nezat for a one-time cost of $15,982. The funds will
be allocated from the Wastewater Collection Division's contract labor account.
Cost: $15,982.00
Source of Funds: Utility Fund
City of Round Rock Page 1 Printed on 412312020