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R-2021-168 - 6/24/2021 RESOLUTION NO. R-2021-168 WHEREAS, the City of Round Rock ("City") desires to purchase certain deliverables and services, specifically repair/replacement services for the City of Round Rock's downtown rounda- bout sign; and WHEREAS, Section 252.022(3) of the Local Government Code allows exemptions to competitive bidding requirements for procurements necessary because of unforeseen damage to public machinery, equipment or other property; and WHEREAS, a vehicular accident caused unforeseen damage to the round-a-bout sign; and WHEREAS, the procurement for the repair replacement of the round-a-bout sign is therefore exempt from competitive bidding requirements pursuant to Section 252.022(3) of the Local Government Code; and WHEREAS, DeNucci Constructors, LLC originally installed the round-a-bout sign as a specialized/customized item and has submitted an agreement for the repair/replacement of the sign; and WHEREAS, the City Council desires to enter into an agreement with DeNucci Constructors, LLC,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 the Repair/Replacement of the Downtown Round-a-Bout Sign with DeNucci Constructors, LLC, 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 0112.20212;00474140 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 24th day of June, 2021. CRAIG ORG , Mayor City of ound R ck, Texas ATTEST: i M AGAN S KS, D puty City Clerk 2 EXHIBIT CITY OF ROUND ROCK AGREEMENT FOR THE REPAIR/REPLACEMENT OF THE DOWNTOWN ROUND-A-BOUT SIGN WITH DENUCCI CONSTRUCTORS, LLC THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for the repair/replacement of the City of Round Rock's downtown round-a-bout sign, and for related goods and services (referred to herein as the "Agreement"), is made and entered into on this the day of the month of 2021 by and between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and DENUCCI CONSTRUCTORS, LLC, whose offices are located at 8310-1 Capital of Texas Highway North, Suite 275, Austin, Texas 78731 (referred to herein as the"Services Provider"). RECITALS: WHEREAS, City desires to purchase certain deliverables and services, specifically repair/replacement services for the City's downtown round-a-bout sign; and WHEREAS, Section 252.022(3) of the Local Government Code allows exemptions to competitive bidding requirements for procurements necessary because of unforeseen damage to public machinery, equipment or other property; and WHEREAS, a vehicular accident caused unforeseen damage to the round-a-bout sign; and WHEREAS, the procurement for the repair replacement of the round-a-bout sign is therefore exempt from competitive bidding requirements pursuant to Section 252.022(3) of the Local Government Code; and WHEREAS, City desires to procure same from Services Provider; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; 00471517/ss2 1 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: 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Services Provider whereby City agrees to buy specified goods and services and Services Provider is obligated to sell and provide same. The Agreement includes Service's Provider Proposal dated May 7, 2020, attached as Exhibit "A," and incorporated herein for all purposes. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods and services mean the specified services, supplies, materials, commodities, or equipment. F. Services Provider means DeNucci Constructors, LLC, its successor or assigns. 2.01 EFFECTIVE DATE,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 completion of the services as described herein and in Exhibit"A." C. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS 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. 2 4.01 SCOPE OF WORK Services Provider shall satisfactorily provide all goods and complete all services described in Service Provider'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. Services Provider shall satisfactorily provide all deliverables and services described in Exhibit "A" within the contract term specified. A change in the Scope of Services must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 5.01 COSTS In consideration for the deliverables and services related to the deliverables, the City agrees to pay Services Provider Sixty-Eight Thousand and No/100 Dollars ($68,000.00) as set forth in Section 6.01 below. 6.01 PAYMENTS Owner shall make payment to Services Provider upon successful completion of the project and receipt of an Application for Payment from the Services Provider. 7.01 INSURANCE Services Provider shall meet all insurance requirements set forth on the City's website at: https://www.roundrocktexas.goy/wp-content/uploads/2014/12/corr insurance 07.20112,pdf 8.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Services Provider's charges. 9.01 CITY'S REPRESENTATIVES City hereby designates the following representatives authorized to act in its behalf with regard to this Agreement: Gary Hudder Director of Transportation 3400 Sunrise Road Round Rock, Texas 78665 512-218-7044 hudder(a,roundrockte xas.gov 3 10.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other parry'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. 11.01 DEFAULT If Services Provider abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Services Provider agrees that it may be charged the difference in cost, if any, and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Services Provider shall be declared in default of this Agreement if it does any of the following: 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. 12.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Services Provider. B. In the event of any default by Services Provider, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Services Provider. C. Services Provider has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Services Provider, Services Provider shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Services Provider shall submit a statement showing in detail the goods and/or 4 services satisfactorily performed under this Agreement to the date of termination. City shall then pay Services Provider that portion of the charges, if undisputed. The parties agree that Services Provider is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 13.01 INDEMNIFICATION Services Provider shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Services Provider, or Services Provider's agents, employees or subcontractors, in the performance of Services Provider's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Services Provider (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 14.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Services Provider, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. 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 contact contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the terms of this contract. The signatory executing this Agreement on behalf of Services Provider verifies Services Provider does not boycott Israel and will not boycott Israel during the term of this Agreement. 15.01 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. 16.01 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 5 2. Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated in this Agreement. Notice to Services Provider: DeNucci Constructors, LLC 8310-1 Capital Texas Highway North Suite 275 Austin, Texas 78731 Notice to City: Laurie Hadley, 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 Services Provider. 17.01 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. 18.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Services Provider and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 19.01 DISPUTE RESOLUTION City and Services Provider hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 20.01 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 6 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. 21.01 MISCELLANEOUS PROVISIONS Standard of Care. Services Provider represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Services Provider understands and agrees that time is of the essence and that any failure of Services Provider to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Services Provider shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Services Provider's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Services Provider shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] 7 IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on the dates indicated. City of Round Rock,Texas DeNucci Constructors, LLC By: By: ` Printed Name: Printed Name: PAU C Vt ULMCCA Title: Title: p 1 VAQ r Date Signed: Date Signed: 12,1 Attest: By: Sara L. White, City Clerk For City,Approved as to Form: By: Stephan L. Sheets, City Attorney 8 cx1 uu1� r1 BID-PROPOSAL This form complies with professional standards in effect January I-December 31. 2012 DeNucci Constructors, LLC DATE: 8310-1 Capital Of Texas I Iwy N April 12,2021 Suite 275 PROPOSAL NO: Austin, Texas 78731 5942 REV I PIIONE 512 335-0600 FAX 512 342-0600 NAME a vtd. —City Of Round Rock ATTN Matt Fitzgerald BUYER/ PROJECT ADDRESS CITY STATE/ZIP 111IONE OWNER Round Rock Ave and Blair Street Round Rock TX 78664 512-218-6643 ALTERNATE ADDRESS(IF:IM)) CITY STATE/ZIP PIiONE Project To Begin:TBD Contract Completion Date: TBD Date Of Plans: N/A Architect: N/A Engineer: N/A Work performed at Site (Street Address And Legal Description[(_known We hereby propose to furnish the following work: Provide all necessary equipment, labor and material to completely remove and replace/repair existing sign damaged by vehicular accident. Work includes removal of existing sign from concrete foundation; repair of existing foundation including new embed plates; remove and replace integral electrical feed within foundation; repair/replace signage and LED lettering. as needed;repair/replace irrigation and landscaping. TOTAL: S68,000.00 PROPOSED PAYMENT: Owner agrees to pay Contractor a total price of S68,000.00. The payment schedule will be: (1) Down payment of SO(2) Payment schedule as follows: contract total due at completion NOTE: This proposal may be withdrawn by us if not accepted within 60 days. ACCEPTANCE OF PROPOSAL You are hereby authorized to return a formal contract between us to accomplish the work described in the above proposal, for which the undersigned agrees to pay the amount stated in said proposal and according to the terms thereof. X OWNER/BUYER SIGNA rURE DATE x CONTRACTOR SIGNATURE OWNER/BUYER SIGNATURE DATE 0 2012 A13CAFornrs. Rev 2011 1 10200001 11 A�ORo® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDlYYW, 05/25/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS Y EXTEND R ALTER THE COVERAGE AFFORDED BY THE POLICIES CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, O 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 Ea 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 Ileu of such endomement(s). PRODUCER CONTACT NAME: Virginia Barlett The Contractors Insurance Group,LLC PHONE (480)536-8600 1Arc No 85 W Combs Rd ADDRESS: glnnygthecontractorsinsurancegroup com Suite 101 X346 INSURERIS)AFFORDING COVERAGE NAIC 0 San Tan Valley AZ 85140 INSURER A: Crum&Forster Specialty Insurance Co 31348 INSURED INSURER B: Progressive County Mutual 29203 DeNucci Constructors LLC INSURER C: Texas Mutual Insurance Company 22945 8310-1 Cap TX Hwy N,Suite 275 INSURER D: INSURER E: Austin TX 78731 INSURER F COVERAGES CERTIFICATE NUMBER: CL189739230 REVISION NUMBER: 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 VVHICH 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 LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER MMID MMfD LIMITS X COMMERCIALGFJIERALLIABILITY EACH OCCURRENCE s 1,000,000 DAMAGE TO RENTED CLAIMS-MADE n OCCUR PREMISES Ea occurrence) $ 100,000 IVIED EXP(Any one person) S 5,000 A Y Y GLO-067155 09/0512020 09/05/2021 PERSONAL aADVINJURY s 1,000,000 GE-L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2,000,000 X POLICY a jFa LOC PRODUCTS COMPtOPAGG S 2,000.000 nOTHER. Employee Benefits s 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1 000,000 Ea accident ANY AUTO BODILY INJURY(Perperson) S B OWNED x SCHEDULED 02906811-0 11118/2020 11/18I2021 BODILY INJURY(Pe(acwlent) S AUTOSONLY AUTOS HIRED NON-OWNED PR PERTY DAMA E S AUTOS ONLY AUTOS ONLY Per accident) Uninsured/Undennsured $ 100,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAR HCLAIMS-MADE AGGREGATE $ DED I I RETENTION$ S WORKERS COMPENSATION PER OTH. AND EMPLOYERS•LIABILITY YIN STATUTE ER ANY PROPRIETOP/PARTNER/EXECUTIVE E L.EACH ACCIDENT y 1,000,000 C OFFICERIMEMBEREXCLUDED? NIA 0001233827 02111/2021 02/1112022 (Mandatory in NH) E L DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe 1A0er 1,000,000 OESCRIPTION OF OPERATIONS baba [ELL DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101.Additional Remarks Schedule,may be attached if more space Is required) The City of Round Rock and its officers,employees and elected officials are additional insured,and included in Primary Coverage,and Waiver of Subrogation per GL endorsement where required by written contract. Repair/Replacement of Round-about Sign 900471518xA081`8 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Round Rock ACCORDANCE WITH THE POLICY PROVISIONS. 221 East Main AUTHORIZED REPRESENTATIVE Round Rock TX 78664-5299 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Round Rock Ave / Blair Roundabout Sign Repair • •*• �•; �' I' ' tot ♦ � . , i 000 •