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R-2020-0134 - 5/28/2020
RESOLUTION NO. R-2020-0134 WHEREAS, the City of Round Rock("City") desires to retain professional consulting services related to the evaluation and improvement of the City's existing ISO infrastructure; and WHEREAS, P.E. Consulting Services, Inc. has submitted an Agreement for Professional Consulting Services to provide said services; and WHEREAS, the City Council desires to enter into said agreement with P.E. Consulting Services, Inc.,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Professional Consulting Services Related to Evaluation and Improvement of the City's Existing ISO with P.E. Consulting Services, Inc., a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 28th day of May, 2020. CRA-IQ4VORGA111ayor City of Round Ro , Texas ATTEST: SARA L. WHITE, City Clerk 0112.20202;00446408 EXHIBIT k.. 11AIFIF CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES RELATED TO EVALUATION AND IMPROVEMENT OF THE CITY'S EXISTING ISO WITH P.E. CONSULTING SERVICES,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 C011SL11ting services related to the evaluation and improvement of the City's existing ISO infrastructure (referred to herein as the "Agreenlent"), is made and entered into on this the day of the month of 4 2020 by and between the CITY OF ROUND ROCK. a Texas borne-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the .'City"), and P.E. CONSULTING SERVICES. INC., whose offices are located at 3 101 South Country Club Road, Garland, 'I"exas 75043-131 1 (referred to herein as the "Consultant"). RECITALS: WHEREAS, professional consulting services related to evaluation and recommendations to improve the City's existing ISO are desired by the City, and WHEREAS, City has determined that there is a need for the delineated services, and WHEREAS,the City desires to contract with Consultant for said services; and WHEREAS, the parties desire to enter into nto 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 suf-l"iciencN, and receipt of which are hereby acknowledged, it is mutually agreed between the parties as Follows, 1.01 DEFINITIONS A. Agi-eement means the binding legal contract between City and Consultant whereby City agrees to buy specified set-vices and Consultant is obligated to provide same. The Agreement includes any exhibits. addenda, and or amendments thereto. 00444490 .,,? B. City means tile City oyRoundRock, Williamson and Travis Cuunhes, Texas. C. Effective Date means the date upon which thc binding signatures ofboth parties to this Agreement are affixed. D. Dromou Majeure means acts of God. strikes. |oukouto' or other industrial disturbances, uote of the public cnorny, orders of any kind horn 1ho government of tile United States or the State of Texas o, any civil or rni|itor.y authority, inounzoiions, riots, epidemics, \unde|idca' lightning. earthquakes, fires. hurricanes. o(onnm' floods, restraint of'the government and the people, civil disturbances, explosions, orother couycu not reasonably within the control oftheparty claiming such inability. E Services nneun work performed to oneec u dernund or effort by Consultant to comply with promised delivery dates. specifications, and technical assistance specified. 2.0 EFFECIDVE DATE, DURATION, AND TERM A. This Af-T/ecnicntshall bceffective oil the date this Agreement has been signed hv each puny hcreto, and ohu|| remain in full fbrceond effect unless and until it expires by operation of the cnmni indicated herein, oristerminated orextended usprovided herein. B. This Aun:cnnent shall be fbr twelve (|2) months from the effective date hereof C. City reserves the right to rcvievvthe relationship with (�onmu|tontatany Lillie, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.0 SCOPE OF SERVICES Consultant has issued its proposal for services, uuch proposal fbraem|cca being attached to this /\f_:Yrconieni as Exhibit "/\^ ddcd "Scope ofServiocs." which ahu(\ be referred to as dlo Scope ofServices ofthis A�rccnncnrand incorporated herein hvreference for all pu/'pooem. Consultant shall aada[boLori|y provide all services described herein and as ami f\xUi in Exhibit "^A." Consultant oho1( perfbnn services in accordance pvith this Agreement, in accordance with tile appended Scope o[Set-vices and in accordance with due ourc and prevailing consulting indusLry standards for comparable services. 4,0 LIMKTArrION TO SCOPE OF SERVICES Consultant's undcrtokint, shall be limited to performing services for City und/oradv|aing City concerning those matters ml which Consultant has been specifically engaged. Consultant and City agree that ihm Scope of Services to be performed is cnurncruccd in Exhibit "/\" and herein. and may be increased during the icnn of the Agrecmncnt, but on|y with o written Supplemental Agreement executed by both parties uodescribed in Section 10.0. I 5^0 CONTRACT AMOUNT In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant an unnount not-to-exceed Fitty~&lAghtThoamaod and N*/100 Dollars (050,000.00} to be paid as set forth in Exhibit^A^ and herein. 6.0 INVOICE REQUIREMENTS; TERMS OF PAYMENT Kmvnioms; 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 dcLa|| the set-vices pcdbnncd, along with documentation for each service performed. Payment to Consultant shall be nnudc on the basis of tile invoices Submitted by Consultant and approved by the City. Such invoices oho|| confbrm to the schedule of services and costs in connection Uhc/rvviih. Should additional hookup rnu&zriu| be requested by the City n:|abvn to service deliverables, Consultant shall comply promptly. In this regard, should the City de1crrn|nc it necessary, Consultant shall make all n:oonde and books relating to this Agreement uvai|u6|o to the City for inspection and uudibngpurposes. Payment of Invoices: Tho 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 tile requirements ofthis Agreement. Following approval of an invoice, thc City ahu|| endeavor to pay Consultant promptly, but no later than the time period required Linder the Texas Prompt Payment Act described in Section 8.0 herein. Under no circumstances aho|| Consultant be entitled to receive interest oil pu}mentu which are late because ofo good faith dispute 6et`vnmn Consultant and the City or because o[onnounts which the City has a right to vviihho|d under this Agreement or state law. The City shall be responsible for any su|cu` gross receipts or airni|m' tuxes applicable to the services, but not for taxes based upon Consultant's nc1incorne. 7.0 INSURANCE Consultant yho|| meet all City of Round Rock insurance Requirements set [bdh at: 8~0 PROMPT PAYMENT POLICY In accordance with Chapter 225|, \/.T.C.A.. Texas Government Code, any payment to be made by the City to Consultant will be mnudo within thirty (30) days of the du1c thc City receives goods under this Aenccmnont, the duic the per[brnmunce of the services under this Agreement are cmnp|micd, or the date ihe City rcoeives u correct invoice for the goods or services, whichever is later. Consultant may charge interest on on overdue payment at Lhc "rate in effect" on September | nf\he fiaco| year in which the payment beoonncsovcndue, 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: 3 (a) There is bona fide dispute between the City and Consultant, u contractor, subcontractor. orsupplier about the goods delivered orthe set-vice performed that cause tile payment to be late; or (b) There is a bona Ude dispute between Conao|kzn( and a subcontractor or between u subcontractor and i\s sopp|icr about thc goods delivered or thc service performed that causes the payment uobclate, or (o) The terms of federal oontruct, grunt, regulation, or statute prevent the City firomn making uiirne|y payment with federal funds; or (d) Tile invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 9.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is ocommitment of the City's current revenues only. It ieunderstood and agreed that tile City shall have the right to terminate this Agreement atthe end of any City Fiscal year if the governing body of the City docs not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. Tho City may affect such tcnninudnn by giving Consultant a vvri/1cn notice of termination at the end of its then- current fiaou| year. 10.0 SUPPLEMENTAL AGREEMENT The /crrno of this /\snncernen1 may be modified by written Supplemental Agreement hereto. duly authorized by City Council or by Ule City Manager. if the City determines that there has been u si�ni�cani chun�� in ()) the scope, complexity, or character of tile acrv{oeo to be per[bnned| or (2) the duration o[ the work. Any such Supplemental /\grcennent nnuoL be executed by both pat-tieswithin the period specificduo tile term of this Agreement. Consultant shall not perform any work or incur any additional coats prior /o the execution, by both parties, of such Supplemental Agreement. Consultant shall make no c|uirn fbr extra work done or materials furnished unless and until there is full execution of any Supplemental /\grnemcnc and the City shall not be responsible For actions by Consultant nor for uny coots incurred by Consu|cantrc}odn(.1, to additional work not directly authorized by Supplemental /\irccmenL 13,0 TERMINATION; D8IFAUL1F . 7[e�mmimmtion, ltieagreed and understood b) ��on»u|iuncthat the City or(�onsu\tontnoay nn/ (� noic this f\grcnmunL for the convenience ofthe City Or Consultant, upon thirty (30) days' written notice to Consultant o, City, with the understanding that immediately upon receipt of said notice all work being perDznned under this Agreement ahu|| cease. Consultant shall invoice the City for work sobs[hciori|ycompleted and sha|| be compensated in accordance with Ulc terms hereof fbrwork accomplished prior to the receipt of said notice of termination. Consultant ahu}| not be entitled to ony lost or anticipated profits For work terminated under this Agreement. 4 Unless otherwise specified in this AgrocmenL all data. information, and work product related to this Project shall hccorne the property o[the City upon termination of this Agreement, and shall be promptly delivered to the City in o reasonably organized [bnn Without restriction on future use. Should the City subsequently contract with a new Consultant -for continuation of service on the P 'nct, Consu|tuntsho|| cnoperutcinprovidinginfbnno1ion. Termination ofthis Aareeoncntshall extinguish all rights, duties, and obligations of the terminating party and the terminated party to fti|fil| 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 aho|| require the City to pay for any work which it deemmsunaotisfbcbor� orvvhichisno� por[bnnodinoomnp|ion�� vvithih� nznnsofchi� /��n:emcnc Default: Either party may 1unninutc this Agreement, in vvho|c or in part, for default if the Party provides the other Party with written notice of such default and dlc other fails to so/ia{uc1ori|y curc such default vviihin ten (|O) business days of receipt Of Such notice (o, u orcatortinne if agreed upon between the Parties). If default results in termination of this /�greernen/, then the City ahu|| (-,ivc consideration to tile actual costs incurred by Consultant ill performing the work to the date of default. The cost ofthe work that im useab|c to the City, the cost to the City ofcrnp|oyinganochcr firm to complete the ueeab|c work_ and other factors will affect the value to the City of the work performed at tile tinoc of default. Neither party shall be entitled to any |oo{ or anticipated profits for work terminated for default hereunder. The ceonma1ion of this /\�rccn�cn/ |br default shall extinguish u|| ri�hty, duties, 'lid oh|i�udono of ionninadn� Party and ch� tcmn|nai�d Pady1ufi/|�|| contractual oNigadonm. Tcnninuboo under this section shall not relieve the terminated party of ally obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay fbr any work which it deernsunoadsfbctnry. nrvvh(chionotperfbmnedinconmp|ionoevvidhthcu:rmnofdhis &grccrnrn(. 12.8 NON-SOLIMATION Except as may be otherwise agreed in writing, during the tnnn of this Agreement and for Lvvo|vc (12) months thnrou1tcc neither tile City nor Consultant shall offer employment co or shall employ any person employed then or within the preceding twelve '12) months by the other or anyuffi||o1c of tile other ifsuch person Nvuo involved. directly orindirectly, in the performance of this AgrccnncnL This provision shall not prohibit the hiring of any person who was solicited solely through anewspaper advertisement orother general solicitation. ZA 83.0 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contnzo1or and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create u partnership, ennp|oyer-enup|oyce` ur 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: (|) Consultant has the right to perform set-vices fbr others during the ccnn hereof. (Z) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required bythis Agreement. (]) Consultant has <hw right /o hi/'c assistants as subcontractors, Or to use employees toprovide the services required bythis /\(Trcenment. (4) Consultant or its employees nr suhoonLrootons shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees orsubcontractors shall receive insining0mno the City in skills nccc»soryzo perform ocrvio�a required hv ch�a/��nzerncnL (6) City uhu|| not require Consultant or its employees or subcontractors to devote full time to per[onnincytile sorvioesrequired by this /\grcc/ncnt. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pcnoion, health, vacation pay, sick pay, orother 8inge benefit plan ofthe City. 14.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all pro�rumna- data.or other materials furnished by tile City fbr use by Consultant in connection with set-vices to be per[brmed under this Agreement, and any and all data and information gathered by Consultant, sbo|| he held in confidence by Consultant as set fbrth hereunder, Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential infbnnution relative to this Agreement, and to not make ally use thereof oUle, than for the performance of this /4gn:crnent` provided that noclaim may be nnade for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and omdexmtmmd that the City is mn6deot to the Texas Public Information Act and its duties run in accordance therewith. 6 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. Tile City's confidential information and Consiriltant'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: (I) 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 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 lit-nit 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 not- 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 an); general skills, know-how, expertise, ideas, concepts, methods. 7 tedhniqucs_ processes, oot7tnmrc- or other similar information which nouv have been discovered, orcucd` developed or derived by Consultant either prior to or as o result of its provision of services under this Agreement (other than Dc(ivenz6\ca). Consultant shall have the right coretain copies of the [)e|ivcnub|eu and other i*:rns fbr its archives. Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the Consultant. -VVork|ng papers" shall rnmun /hose documents prepared by Consultant during the course of performing the Project including, without (imivahon, schedules, analyses. transcriptions. memos. designed and developed data visualization dashboards and working notes that serve as the basis for or to substantiate the P 'ect. In addition, Consultant aho|| retain sole and exclusive ownership oFits knopv-hov/` concepts, techniques. methodologies, ideas, templates. dashboards, code and tools discovered, created or developed by Consultant durin(7 d/c performance of the P/ 'cc1 that are of general application and that are not based on City,s Confidential |nlonna(ion hereunder (collectively. "Consultant's Building Blocks"). To the extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City u non- czduuive, tion-transferable. royo|ty-fi-ee right to usc suuh Building Blocks solely in connection with the deliverables. Sub i�u1 to thc nonUdcnciu|ity restrictions mentioned abovc. Consultant rnayuse thedeliverables ondtile Building Blocks fbrany purpose. Except tothe extent required by law or court order, City will not otherwise use. orsub|ioenae or grant any other party any r|ghLa to use, copy or otherwise exploit or create derivative works from Consultant's Bui|dina Blocks. City shall have annn-euc|usive, non-transferable license to use Consultant's Confidential Information for City's own |oLerno| use and only for the purposes for which they are delivered to the extent that they form part ofthe Del ivecub|eu. 15.0 WARRANTIES Consultant represents that all services per[bnncd hereunder a|iu|| be performed consistent with ��n� u||y prevailing professional or industrial standards, and aho|| be performed in o professional and workmanlike manner. Consultant shall rc'perfbmm any work not in compliance with this representation. 06.0 LIMITATION OF LIABILITY Should any o[Consultant's set-vices not conform cothe requirements of the City orof this /\gn:cnnent, then and in that even[ the City shall �(vo written notification to Consultant; thoruuftc: (u) Consultant shall either promptly n-pur[hrzn such services to the City's so1iaCuobon at no additional charge, or (b) if such deficient services cannot be cured within the cun: period set forth herein. then this Agreement may be terminated for default. In no event vvi|| Consultant be |iuNc [brony loss, damm��, ons� or mspwnuo attributable �o nc�|i�cncc' vvi||fo| misconduct or nni�rcprcacncudunu hv the City, its directors. employees or agents. 0 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. 17,0 INDEMNIFICATION Consultant shall save and hold harmless City and its officers and employees from all claims and liabilities due to activities of his'11er/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 C'onsultant'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 1f°hich 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. 18.0 ASSIGNMENT AND DELEGATION 1"he 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. 19.0 LOCAL,STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing seii ices under-this Agreement. The City will not do the following: (l) Withhold FICA fi-om Consultant's payments or make FICA payments oil its behalf, (2) Make state and'.'or federal unemployment compensation contributions on Consultant's behalf; o€- (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 1"exas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 20.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Consultant, its subconsultants. agents, employees and subcontractors shall Lice best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of 9 the City ofRound Rock, osamended, 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 set-vices contracted for herein, and same shall belong solely to the City u1tile expiration o[the tonm of this Agreement. 13. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into u contract with s company for goods and scn/iocy unless the contract contains written verification fi-oni tile company that it: (1) does not bovcott Israel; and (2) will not boycott Israel during the term of o ooncoaoL The signatory executing this Agreement on 6nhu|f of Consultant verifies Consultant does not boycott (mroe| and will not boycott lscac| during the tcnn ofthis Agreement. 21,0 FINANCIAL INTEREST PROHIBITED Consultant covenants and rcpncscn1u that Consultant, its officers, employees, agents. subconuu|tants and subcontractors will have no financial interest, direct or indircct' in the purchase orsale o[any product, nnaierio|o or equipment that will be recommended or required hereunder. 22.0 DESIGNATION OF REPRESENTATIVES The City hcrebv deaiono1es the [b||ovving representative authorized to act on its behalf with regard to this /\grccnncnt: Chief\abe|| Fire Chief. Fire Department 203 Cornnncn:c Boulevard Round Rook,T7{ 78664 (512) 218-6630 23.0 NOTICES All notices and Other ComIll unioodons in connection with this Agreement shall be in writing and shall be considered �(vcn as [b\|uvvs: (|) When dd|vcncd personally to recipient's address oustated herein; or (2) Three (3) days after being deposited in the United Sto1ca mail, with postage prepaid to the reoipimnL`saddress uu stated in this Agreement. Notice to Consultant: P.E. Conoubing8crviccs, lno. 3|0| South Country OubRoad Garland, T}{ 75U4] Notice tnCi",: Cit): Manager, City ofRound Rock 22| East Main Street Round Rock,T}{ 78664 AND TO: Stephan L Sheets, City Attorney ]OgEast K4oinStreet Round Rock, T}{ 70664 Nothing contained in this section shall be construed to restrict the transmission of routine communications hctv/eon ocpreocniodvea of the City and Consu|tanL 23,0 APPLICABLE LAW; ENFORCE D VEN0E This Agreement shall be cn[bnocob|c in Round Rook, Texas, and if legal action is necessary by either party with respect to the cn/bncerncnt of any or all of the ucnno or conditions herein, Czc|uuivm Mnue for same shall lie in Williamson County, Texas. This Agreement uhu|/ be governed by and construed in accordance with the |ovvs and court decisions ofTezua. 24.0 EXCLUSIVE AGREEMENT The tcrrna and conditions n[ this Agreement, including cxhihiLu, uonodtute the entire ognocnncnt between the parties and supersede all previous communications, representations. and agreements, either vvriiu:n or oral, with respect to the subject mutter hereof. The pal-ties expressly agree that. in the event of any conflict between thn icnna of this /kgrccment and any other writing. this /\gn:cnmnn1 uho|| prevail. No modifications of this Agreement will hn binding on any of the pordou unless acknowledged in writing by the duly authorized governing body or representative for each party. �5^0 DISPUTE ��ES��LuTK��N Tho City and Consultant hereby expressly agree that no nlainms or disputes hetvvcon the parties arising out of or relating to this Agreement or u breach thereof shall be decided by any arbitration proceeding. ino|udinl:,; v/iihouL limitation. any proceeding under the Federal Arbitration Act(9 O5C Section 1'14) orany applicable state arbitration s1utucc. 26.0 SEVERABILITY Tile invu|idiiy' i|\ega|ity, or unenforceability of any provision of this Agreement ortile 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 oho|| bedo:rncdsevered fi-omm this Agreement, and the balance oPth|oAgreement 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 10 ornond this Agreement to replace any stricken provision with o valid provision that comes ua close as possible to the intent ofthe stricken provision. The provisions of this Article shall not prevent this entire Agreement fi-omn being void should uprovision which iuofthe essence of this Agreement bodetermined void. 27,0 STANDARD OF CARE Consultant represents that. it is specially trained, experienced and competent to perfbnn all of the sc/'vinea- responsibilities and duties specified herein and that auch Services. rcsponaib||ities and duties shall be perfbnncd, whether by Consultant or designated subconsu|tanta, in o manner acceptable totile City and according to generally accepted business practices. 28.0 GRATUITIES AND BRIBES City, may by written notice to Consultant, ooncc| 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 agnnLo or representatives to any City Officer, employee or elected representative with respect to the perf6rnianoe of this Agreement. In addition, Consultant may be suhicuL to pcnuh{ea atobnd in Title 8ofthe Texas Penal Code. 29.0 RIGHT TO ASSURANCE Whenever either party to this Agreement. in good faith. hos ncuoon to question the other pu#y`s intent to perfbnn hcmcunder, then demand may be rnudc tothe other purt7 for written assurance of the inLcni to perform. In the event that no written assurance is given within the reasonable tirnc specified when dcmnund is made, then and in that event the demanding party may treat such failure an anticipatory repudiation ofthis Agreement. 30.0 MISCELLANEOUS PROVISIONS 7Fimoe is of the Essence. Conau|ionLao-rccu that time is ofthe essence and that any failure of Consultant in complete the set-vices for each Phase of this Agreement within tile agreed Exhibit ^-/\" may constitute amaterial breach ofthe A�recnnenL Consultant shall be fully responsible for its delays or for failures to use pnusonuh|n efforts in accordance v.hh the terms of this Agreement. VVhcn: damage is oouacd to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such dmnage, Consultant's payments hereunder without a waiver of any of City`o additional legal rights orncrn�d|�m. City shall r�ndcrdcc|siona pertaining to Consultant's work promptly to avoid unreasonable delays (nthe orderly progress ofConau|rmnt`swork. Force Majeure. Notwithstanding, any other provisions hereof tothe contrary, no fb|\unc, delay or default in pn'fbrnnunoc of any obligation hereunder shall constitute an event ofdefault or breach of this A(Irocmcni, only to the extent that such failure to perfbrrn" delay or default u6uco out ofcauses beyond control and without the fau|Lornegligence of the purtyothenvise chargeable with failure, delay or default- inc|udin� but |imn|��d 10 ooLs ofGod. acts of public onenny, o(v|| vvuc insurrection, riots. fires, floods, cmp|ouinn_ theft, earthquakes, natural disasters or other casualties, au-ikcm or other labor troubles, which in any way restrict the pedbnnanuo under this Agreement hv the parties. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have nosubstantive effect on conStructinn ofthie /\grccnocnL Waiver. No delay oromission by either party in exercising any right or power shall impair such right orpower orbcconstrued tobeawaiver. Awaiver 6yeither party ofanyofdhc covenants to be performed by the other orany 6n:och thereof shall not bcconstrued to be o waiver of any succeeding breach orofany other covenonL No vvuivcrofdisohargn 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 cseouu:d in rnu|dp|c counterparts, which taken together shall be considered one original. The City ogrcca to provide Consultant with one fully executed original. [Signatures onthe following pugc] IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock,Texas P.E. Consulting Services, Inc. r` 2t'e'�" By: By Printed Name: Printed NanT W t. 'rC Title: Title: Date Signed: Bate Signed. '` al C) For City,Attest: By: Sara L. White, City Clerk For City, Approved as to Form: By: Stephan L. Sheets, City Attorney l Exhibit "A" PROPOSAL TO PROVIDE CONSULTING SERVICES TO THE CITY OF ROUND ROCK Prepare a Grading Summary and Create a List of Suggested Improvements (Phase 1) BY MIKE PIETSCH, P.E. CONSULTING SERVICES, INC. OF GARLAND, TEXAS January 28, 2020 Proposals-City of Round Rock Phase I-MG&Sls Mike Pietsch,P E. Consulting Services,Inc. 01/28/20 Page 2 Exhibit "A" The following is a proposed estimate of the time and costs that would be associated with a consulting project with Mike Pietsch, P.E. Consulting Services, Inc. for the City of Round Rock. The consulting team will consist of Mike Pietsch, P.E. SCOPE OF CONSULTING SERVICES The proposed scope of work will consist of meeting with various City Officials from the City of Round Rock as follows: I. Confirm the following information for the City of Round Rock: • Evaluate ISO's Needed Fire Flow Report: • lexas Exception: • Attendance at Fireman's Training School • Compressed Air Foam • Volunteer Certification • Fire Department • Apparatus Inventories • Pump Tests • Staffing • Training • Operational Considerations • Fire Station Locations • Locating apparatus to maximize the grading • Distribution of companies • Fire Service Communications: • Methods of alarm receipt • Number and training of dispatchers • Monitoring for Integrity • Emergency Power • Methods of dispatch • Water Department • Supply Facilities • Hydrant Distribution • Hydrant Inspection • Flow Testing — perform and/or analyze flow tests Proposals-City of Round Rock Phase I—MG&Sls Mike Pietsch,P E. Consulting Seivices,Inc 01128120 Page 3 Exhibit "A" � Community Risk Reduction: m Fire Marshal - Inspections and Investigations � Codes � Staffing � Certifications m Training * Public Fine Education • Staffing • Certifications • Training ||. Grade the City ofRound Rock (at my home office) ||{. Create a List of Suggested /rnproverMentm, vvhioh, if implemented, would a||ovv the City of Round Rock to improve its I.S.O. rating. These will be prioritized with their impact on the I.S.O. Public Protection Classification of the City ofRound Rook (at my home office). Pnnposa|s-CityofRound Rock Phase}-KUG&S|m Mike Pie/000'pE. Consulting Services, Inc 011'28120 Pace Exhibit "A" COST REQUIREMENTS To Complete the Grading Summary and List of Suggested Improvements: • Assimilating the information $ 7,500 • Grade/Prepare a Grading Summary $ 16,000 • Prepare the Suggested Improvements $ 4,500 • Expenses (hotel, meals, transportation, etc.) $ l,000 Total $ 29,000 The total cost to the City of Round Rock will not exceed$29,000 to Prepare a Grading Summary and Create a List of Su_q_gested Improvements. Phase I proposal includes 1 site visit PAYMENT AGREEMENT: The City of Round Rock agrees to pay Mike Pietsch, P.E. Consulting Services, Inc. upon the conclusion of the consulting project (Phase I) assuming the proposal is accepted by the City of Round Rock. Submitted by.- Mike y.Mike Pietsch, P.E. Civil Engineer Mike Pietsch, P.E. Consulting Services, Inc. 3101 S. Co un try Club Rd. Garland, TX 75043-1391 Phone: 972-271-3292 Cell: 214-723-6507 Fax: 972-840-6665 .Email: michaeipietsch@tx.rr.com Proposals-city of Round Rock Phase I—MG&Sls Mike Pietsch.P E.Consulting Services;Inc 01/29/20 Page 5 Exhibit "A" PROPOSAL TO PROVIDE CONSULTING SERVICES TO THE CITY OF ROUND ROCK To Prepare the I.S.O. Pre-Survey Packet (Phase 11) BY MIKE PIETSCH, P.E. CONSULTING SERVICES, INC. OF GARLAND, EXAS January 28, 2020 Proposal for The City of Round Rock Prepare I.S.O. Pre-Survey Packet(Phase 11) Mike Pietsch,P.E Consulting Services,Inc. 01/28/20 Page 2 Exhibit "A" The following is a proposed estimate of the time and costs that would be associated with a consulting project with 'Mike Pietsch, P.E. Consulting Services, Inc. for the City of Round Rock. The consulting team will consist of Mike Pietsch, P.E. SCOPE OF CONSULTING SERVICES The proposed scope of work will consist of meeting with various officials from Round Rock as follows in order to document the answers to the questions presented within I.S.O.'s pre-survey packet. The questions will cover the areas described below: • Correct ISO's Needed Fire Flow Report: • Texas Exception • Attendance at Fireman's Training School • Compressed Air Foam • Volunteer Certification • fire Department • Apparatus Inventories • Pump Tests • Staffing • Training • Operational Considerations • Fire Station Locations • Locating apparatus to maximize the grading • Distribution of companies • Fire Service Communications • Methods of alarm receipt • Number and training of dispatchers • Monitoring for Integrity • Emergency Power • Methods of dispatch • Water Department: • Supply Facilities • Hydrant Distribution • Hydrant Inspection • Flow Testing — perform and/or analyze flow tests Proposal for The City of Round Rock Prepare I.S.O. Pre-Survey Packet(Phase 11) Aelike Pietsch,P E Consulting Setvifces. Inc. 01/28/20 Page 3 Exhibit rrA" • Community Risk Reduction: • Fire Marshal — Inspections and Investigations • Codes • Staffing • Certifications • Training • Public Fire Education • Staffing * Certifications • Training Proposal for The City of Round Rock Prepare I.S.O. Pre-Survey Packet(Phase ll) Mike Pietsch,P.E.Consulting Services,Inc 01/28/20 Page 4 Exhibit "A" COST REQUIREMENTS If I prepare a Grading Summary and the corresponding List of Suggested Improvements for the City of Round Rock: • Assimilating information in City of Round Rock $ 7,500 • Complete ISO Pre-Survey Packet—At home office $ 15,000 • Expenses (hotel, meals, transportation, etc.) $ 1,000 Total $ 23,500 The total cost to the City of Round Rock will not exceed$23,500 if my services are obtained to prepare a Grading Summaly and corresponding List of Suggested Improvements. This Proposal for Phase 11 includes iust 1 site visit PAYMENT AGREEMENT: The City of Round Rock agrees to pay Mike Pietsch, P.E. Consulting Services, Inc. upon the conclusion of the consulting project (Phase 11) assuming this proposal is accepted by the City of Round Rock. Submitted by: Mike Pietsch, P.E. Civil Engineer Mike Pietsch, P.E. Consulting Services, Inc. 3101 S. Country Club Rd. Garland, TX 75043-1311 Phone: 972-271-3292 Cell: 214-728-6507 Pax: 972-840-6665 ,Email: michaelpietsch@tx.rr.com Proposal for The City of Round Rock Prepare I.S.O. Pre-Survey Packet(Phase II) Mike Pietsch,P E. Consulting Services;inc: 01/28/20 Page 5 Exhibit "A" PROPOSAL TO PROVIDE CONSULTING SERVICES TO THE CITY OF ROUND ROCK Assist the I.S.O. Field Representative During the I.S.O. Survey (Phase 111) BY MIKE PIETSCH, P.E. CONSULTING SERVICES, INC. OF GARLAND, EXAS January 28, 2020 Proposal for the City of Round Rock Assist I.S.O. Field Representative(Phase 111) Mike Pietsch.RE Consulting Sefvices,Inc 01128120 Page 2 Exhibit "A" The following is a proposed estimate of the time and costs that would be associated with a consulting project with Mike Pietsch, P.E. Consulting Services, Inc. for the City of Round Rock. The consulting team will consist of Mike Pietsch, P.E. SCOPE OF CONSULTING SERVICES Represent the City of Round Rock during the I.S.O. field survey. Areas covered by the I.S.O. Field Representative are shown below: • Present ISO-'s Corrected Needed Fire Flow Report: • Texas Exception • Attendance at Fireman's Training School • Compressed Air Foam • Volunteer Certification it Fire Det2artment Apparatus Inventories Pump Tests Staffing Training Operational Considerations Fire Station Locations • Locating apparatus to maximize the grading • Distribution of companies Fire Service Communications • Methods of alarm receipt • Number and training of dispatchers • Monitoring for Integrity • Emergency Power • Methods of dispatch • Water Department • Supply Facilities • Hydrant Distribution • Hydrant Inspection • Flow Testing — perform and/or analyze flow tests Proposal for the City of Round Rock Assist I.S.O. Field Representative(Phase 111) Mike Pietsch,P E Consulting Sefvices,Inc 01/26/20 Page 3 Exhibit "A" • Community Risk Reduction: • Fire Marshal— Inspections and Investigations • Codes • Staffing • Certifications • Training • Public Fire Education • Staffing • Certifications • Training Proposal for the City of Round Rock Assist I.S.O. Field Representative(Phase 111) Mike Pietsch,P.E.Consulting Services,Inc 01128120 Page 4 Exhibit "A" COST REQUIREMENTS If I prepare a Grading Summary, create a List of Suggested Improvements, and assist with completion of the Pre-Survey Packet for the City of Round Rock: • Assist the I.S.O. Field Representative $ 51000 • Expenses (hotel, meals &transportation) $ 500 Total $51500 The total cost to the City of Round Rock to Assist the I.S.O. Field Representative will not exceed$5,500;if my services are obtained to: 1) Complete the Grading Summary and the List of Suggested Improvements Report. 2) Complete ISO's 24 Pre-Survey Packets of required information prior to the ISO survey commencing. The Proposal for Phase M includes just 7 site visit. PAYMENT AGREEMENT: The City of Round Rock agrees to pay Mike Pietsch, P.E. Consulting Services, Inc. upon the conclusion of this phase of the consulting project (Phase 111). Submitted by.- Mike y.Mike Pietsch, P.E. Civil Engineer !Mike Pietsch, P.E. Consulting Services, Inc. 3101 S. Co un try Club Rd. Garland, TX 75043-1311 Phone: 972-271-3292 Cell: 214-728-6507 Fax: 972-840-6665 E-mail: michaelpietsch@tx.rr.com Proposal for the City of Round Rock Assist I.S.O. Field Representative(Phase III) Mike Pietsch,P E. Consulting Services;inc 01±78/2© Page 5