Contract - DeNucci Constructors, Inc. - 6/24/2021 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
"Agre ment"), is made and entered into on this the �4�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;
TZ-2021-1(08'
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.gov/n-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
ghudder(abroundrocktexas.gov
3
10.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
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: &ta
Printed Na e: Ei Printed Name: FAIJL1 . EFULd
Title: M— Y Title: N
Date Signed: Zcg Date Signed: S Z X.
Attest:
By: '
ity Cl rk"DTLA+tc
For City, 4pproved as to or`m'L:
By: tiI
Stepha L. Sheets, City Attorney
8
CAI IIUII M
BID-PROPOSAL
This form complies with professional standards in effect Januan, I-December 31. 2012
DeNucci Constructors, LLC DATE:
8310-1 Capital Of Texas Hwy N April 12, 2021
rc► t Suite 275 PROPOSAL NO:
Austin, Texas 78731 5942 REV I
131IONE 512 335-0600 FAX 512 342-0600
NAME
mod, City Of Round Rock ATTN Matt Fitzoeraid
BUYER/ PROJECT ADDRESS CITY STATE/Z11' PHONE
OWNER Round Rock Ave and Blair Street Round Rock TX 78664 512-218-6643
ALTERNATE ADDRESS(1FAA')) CITY STATE/ZIP PRONE
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 ll'Known) W
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 ofS68,000.00. The payment schedule will be: (1) Down
payment of$0 (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 SIGNATURE DArE
1 Z X
CONTRACTOR SIGNATURE OWNER/BUYER SIGNATURE DATE
c0 2012 ABCAForms. Rev 2011 1 10200001
I
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loll
Complete Nos, 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2021-757430
DeNucci Constructors, LLC
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/25/2021
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
00471518xA08F8
Repair of Western gateway Round-a-bout sign
Nature of interest
4 Name of Interested Pa State,Count lace of business Party City,y Country(p ) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DEC
LARATION
My name is and my date of birth is
My address is r(7 7 I V J
( eet) I I
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct. ti
Executed in W1 LL1 fd AJ County, State of _,on the 2 day of MAY 20 1 .
(Mont (year)
A��,Z
Signature of authorized agent of tontracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a
i
CERTIFICATE OF INTERESTED PARTIES
FORM 1.Z9S
1 0f 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2021-757430
DeNucci Constructors, LLC
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/25/2021
being filed.
City of Round Rock Date Acknowledged:
05/27/2021
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
00471518xA08F8
Repair of Western gateway Round-a-bout sign
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of ,20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a