Contract - Ace Pipe Cleaning, Inc. - 3/24/2022 CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO
THE REGIONAL INTERCEPTOR INSPECTION 2022 PROJECT
WITH
ACE PIPE C1
,,,EANIN�G 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 the Regional
Interceptor Inspection 2022 Project (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 ACE PIPE CLEANING, INC. located
at 6601 Universal Avenue, Kansas City, Missouri 64120(the"Consultant"),
RECITALS:
WHEREAS, professional services related tote inspection of regional interceptors for
the Brushy Creek Regional Wastewater System are needed by the City(the"Project"); and
WHEREAS, the procurement of said services for the Project set forth herein is necessary
to preserve or protect the public health or safety of the City's residents, and
WHEREAS,City desires to contract with Consultant for said 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:
® EFFECTIVE DATE,DURATION,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 to indicated herein or is terminated as provided herein.
B, The term of this Agreement shall commence upon execution and terminate upon
successful completion of the services, The Project is estimated to be completed no later than
June 1, 2022.
q-20 ZZ-107
4869-6926-7734;ss2
C. City and the Consultant reserve the right to review the Agreement at any time and
may elect to ten-ninate the Agreement with or without cause or may elect to continue.
2.0 CITY SERVICES
City agrees to provide the services to Consultant as described in Exhibit "A" titled "City
Services,"incorporated herein by reference for all purposes.
® SCOPE OF SERVICES
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "B" 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 "B" in the pursuant to the schedule set forth in Exhibit "C," attached hereto and
incorporated herein by reference. 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.
4.0 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"B,"and may
only be modified by a written Supplemental Agreement executed by both parties as described in
Section 10.0.
5® CONTRACT AMOUNT
In consideration forte professional consulting services to be perfon-ned by Consultant,
City agrees to pay Consultant an amount not-to-exceed Two Hundred Thousand and No/100
Dollars ($200,000.00) as set forth in Exhibit'11)" titled "Contract Proposal," incorporated herein
by reference for all purposes.
6.0 INVOICE REQUIREMENTS AND 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 or , 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.
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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
requirements oft is 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 8.01 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.
7® INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
-ppgk p�,,,,pp!pads,/2014,J 2/corr insurance 07,.20112.-jiff
Consultant's Certificate of Insurance is attached as Exhibit"E," incorporated herein by reference
for all purposes.
® PROMPT PAYMENT POLICY
In accordance with Chapter 2251,V.TC,A.,Texas Government Code, any payment to be
made byte City to Consultant will be made within thirty (30) days of the date the performance
of the services under this Agreement arc completed, carte date the City receives a correct
invoice forte services, whichever is later. Consultant may charge interest on an overdue
payment at the "rate in effect" on September I 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 nota y 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 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 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.
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® NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment oft e 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 byte City's budget forte 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.
® 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 to ofthis Agreement, Consultant
shall not perform any work or incur any additional costs prior to the execution, by of parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials fumished 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.
® TERMINATION AND 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 ands all be compensated in accordance with the terms
hereof for work accomplished prior tote receipt of said notice of termination. Consultant shall
not be entitled to any lost or anticipated profits for or terminated Linder 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 to without restriction on future
use. Should the City subsequently contract with a new consultant for continuation of service on
the Project,Consultants all cooperate in providing information,
Termination ofthis Agreement shall extinguish all rights, duties, and obligations ofthe
terminating party and the ten-ninated 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 oft is Agreement.
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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 on between the Parties).
If default results in termination oft is 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
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 oft e 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.
® 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 forte other party. Consultant and the City agree to the following rights
consistent with anindependent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant hast e 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,
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
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(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 oft is Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end ofthis
Agreement.
The parties recognize and understand that the it is subject tote 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
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.
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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 who 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 ofthis Agreement (the "Deliverabics"); 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 can 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/herlitself and his/herlits 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 beimposed 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.
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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 fr® 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 furthero tai 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 2271,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 to 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® 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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David Freircich, P
Principal Engineer
Utilities and Environmental Services
3400 Sunrise Road
Round Flock, Texas 78665
(512)671®2756
22.0 NOTICES
,All notices and other communications in connection with this Agreements all 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 int is Agreement.
Notice to Consultant:
Ace Pipe Cleaning, Inc.
6601 universal Avenue
Kansas City, MO 6 120
Notice to City:
City Manager,City of RoundRock
221 Nast 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 oft e City and Consultant.
23.0 APPLICABLE
This Agreement shall be enforceable in Round Rock, Texas, and if legal actions is
necessary by either party with respect tot e enforcement of any or all oft e terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
e governed y 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.
® 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 orthe
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 oft e essence of this Agreement be determined void,
® 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.
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29.0 RIGHT TO ASSURANCE
Whenever either party tothis 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
Project schedule 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 inthe orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof tothe contrary, no failure,
delay or default in performance of any obligation hereunder shall constitute an event of default
or breach ofthis 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 oromission 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 who 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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III WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City cTexas Ace Pipe Cleaning, Inc.
C:2'
Printed N e: Printed ante: Calvert
hresa. .
Title:
Title: Vice President
Date Signed: 3/1712022
For City,Attest:
By: o
"gan §�pinr, Cler
For City,Approved as to Form:
By:
Step a Sheets, City Attorney
13.
EXHIBIT A
CITY SERVICES
City of Round Rock will provide digital design files for project evaluation to the Engineer,as
needed.
City of Round Rock will provide any records available which would assist in the completion of
the project.
Exhibit B
...............
EXHIBIT B
SERVICES
Ace Pipe will provide video and sonar information after inspecting regional wastewater :nes as requested using multisensory
equipment
All information will be turned over to the city as soon as it comes available
................................................................................................................................................................................................
..........................................................................................................................I............................................................................
................................................ ..............................................................................................I.................-.1..................
Shver I of I
EXHIBIT C
WORK SCHEDULE
DATE* MILESTONE
March 15, 2022 start
June 1, 2022 co mplete
*
Dates ares .leC. .... ...,..... ............n.. .. _ _ ....... _,. n.. .... . ,�
t to change as development progresses.
EXHIBIT D
<ansai Cdy, 1-110 6411210
G,, (iM6)241 288
ACE PIPE CLEANIN6 11, (816�i 2M WqA
A 6srydnw CcoppiAzily
CONTRACT PROPOSAL
Date: 3115/22
City of Round Rock
Attention:Paul Hernandez
3400 Sunrise Road
Round Rock,TX 78665
Phone.512-218-5555
Email-pA,VY,
Proposal#- 22-337112 for CCTV INSPECTION
1. PROJECT DESCRIPTION-
Round Rock,TX®CCTV Sewer Lines FY2022
2. SCOPE OF WORK:
Ace Pipe Cleaning.Inc.("AFIC-)will provide the labor,equipment.material,and supplies for CCTV inspection on the Project in accordance as ith
this Proposal(the"Work").and will include the following:
APC will Perform CCTV/Sonar Inspection on approximately 6,238 FI'of 4260 inch Sanitary Sewers as directed by Customer located
throughout the City of Round Rock.
3. PRICING AND PAYMENT:
11111111lill 11 1 Ims I
I M-1-111 III I i I
1 1611
CCTV/Sonar 42 60"SS TFID DAyrr S"6,000,00
(�rV"'�onar 42-
rBD DAY S 500.00
rPER D71LM ..7
............ . ........ _ . .............._......
Payment shall be due Net 30 days fivin APC's invoice date. Quantities are estimated, Billing;will reflect actual quantities achieved.
4. SCHEDULE- To be determined upon acceptance of this Proposal.
5. CLARIFICATIONS/ASSUNjPTIONSTERMS&CONDITIONS:
The Clarifications/Assumptions are pan 01r(his Proposal.APIC's1i.-mits and Conditions are attached and are incorporated into and pan ofthis Proposal
Please review the Clarifications/Assurnptk=and AP(''sTerms and Conditions careful 1) The pricing is based upon Customer's acceptance,,of'APC',,,
Clarificalionq:Assumptions,and Tenns and Conditi(mr,This Proposal represents our complete offering If there are any conflicts between Customer's
requirentents or plans and specifications and this Proposal,thos Proposal shall govern
PREVAILING WAGE?YES NO x rAX EXEMPT?YES x NO
If yes,please provide Wage Determination. If yes,please provide Tax Exemption Certificate.
INC, ACCEPTED by CUSTOMER�
Signe .
d: Date
Signed';_C CCWLe*tU#�%,& Date....3"A 5`22...... ......................................................... ..........................
Title°Assi 9pera!ions Manager Title:................................
Page I of 3
EXHIBIT D
CLAIRIFICA'riONS/ASSUmp,rIONS
All pricing is condinoined upon the Clartdxcations/Assuiinl[)Iioiits listed below.
1. CLARIIIFICA"HONS:
a. The proposal excludes any sales or use or offier similar taxes, if the project is tax exempt,Custoiner ,,hall provide APC the
appropriale documentauron
b. Except as wherwise stated herein, the Proposal does not include payinent of prevailing wages or certified payroll repo"ang. IIff
payinlic"t of prevailing wages or submission of cerd fied payiroH reports is required,Owner shall provide 1 wage deterimination sheet
airi4orcerfified payroll instructioris.
C. Except as otherwrqc.swated herein,the Prolx)sal does not include by,pass pournping.
d. Any corrections,repairs,or exotrac6ons required due to existing miruLtural defects or failures are exduded frova the Work,
e. Customer will obtautt all necessary pernifts.
E APC will provide traffic corurol(cones)ifnetes.s'ary.
9. Overtime rates will apply for any work that exceeds an(8)eight-1hour work day(applicable tap hourly irate quoted),
On. The cury iinspecuiiarn will be perfonned Losing as robotic cannera capable of recording the condition of the pipe. (Data willbe
generaoted sat digital and physical report forniat and will provWc logged inforii-nation,of pipe cmifillion,calling out deFecls,(such as
rool intrusions,pipe sciparaoRons.cracks.decay and cruirnkiling)as necessary.All AIPC data technicians are NASSCO PACT'
cerlified.
i. For CCTV inspections that(have 1,000 feet or more of Data,there wolf be a ininimurn 2 week qurn-around for dell i verables.
.1. Quoted pirice does iraot include cleaning the pillic. Cleamiling cairn The iraegotialead based on findings ff needed).
L Standby rate used only/if during Round Rock crews cleaning.
I A5SU1 11-ITIONS:
a, Cusixonicir will provide free access lo the work site which wiill be adequate for APC's"luipproenk and WdU be MdIVIIII IM) la°Ut 11roln
the access point. APC reserves the right to charge Cusoonneir ffaddiltional rnobafizadons are required if access its not avadable.
b Custcorner will coordinate kine Work wrth any 1private property ovvincirs.
c C'ustorner vviH provide emo-onriactually rcsiponsabte diisjjposal ate,if cleaning occurs.
d. Cusiomeir will provide water for clearming and access to hydrairit and hydrant nicoicir,rf Ocarming occurs
C. Vincmg is subJect to chairige 90 days froim tine date ofthe proposal
F, 'T here are no hazardous umnateraals preserit on one project area
Page 2 of 3
ExhitAt E
DATE(lWMff)lDNMt
.AC"R& CEIRTINCATE OF L11*113111111 ITY INSU111RAINCIEE'
101113/2020
.........................
THIls CERTI)FI)CATE M IISSUED AS A MATTER OF MO ORMATION ONILY AO10 CONIFIJEWS NO RIGHT'S UPON 'THE CERTIO'lICATE HOO DERN TI-NIIIS
ClEll:UTIFMATO`- 1301liT!S NOT AFFIRMATIVELY OR NEGA11VELY AMEND, EXTEND OR AIJER TO-OE COVERAGE AFFORMEID BY T14E POO 11COOES
T
BEI OW, TO-111S CERTIRICATE 011 OhISURANCE DOES NOT CIONrESTITuA CONTRACT BETWEEN 'THO:.: ISSUING INSUIREIR(s), AU"I"O.10RIZED
REPRESEKTATWE OR IIRODUCEF,AND THE CER"I"OFICATIE FKXIIDEORI.
IMPORTANT: Of fte coulifIcale hokler is an ADDITIONAL.INSURED,the paftyVes)Imust have A1131DITtONAL POSURED pvoAsIons oir be end7,7,
Of SU KORO M WAIVED, subject to Me t:erms and condMons oO:Me poficy,ceirkaIn Iwllb6es imay requre an endorseffient. A statement on
ceilgicate does 0100 Confer Oghts to the cerfficale hoOder In fieu of such enftrsement(s.
................................................................................................................................................................................................
...............................................................................................................
lmoC)ucellk NTA F
AMEI: (],hristina CunnInAmun,(;hent Cielrwce lMqr,,Sr,
Arthur J.Gallbgher Msk Managernent Senkes, Onc, PHONEFAX
2850 Golf Road MYCL.ft I,?j%630,694,5458
ADDRESI§�
RoIlling Meadows 111 601008 @Jlg�wM.--II UII
— ........
Wh S4 R 8).8r FORDING COVERAGE
—6.11.Al.0 0.....................
...........
INSURER A,Zurich Ainefican kisurar
TnGt�y...........................................................................—i-b:-535
ONS REOCAROCOR4X ONsun,;R a� r,,e-fi-c-w,i—Zu;—cn,t—nsu;arOce ConriOmOTy, 4014:2
ACE II M ll:-:�AIMIIINIG, HOC, ..........................................................................................--
6601 UrLiversall Aw UNSUREn c:Auneftan Gum antee an I I iabildy!Ins Go262-47
........................................................................................—
Kainsas Cty.,MO 64120 O.N.1 D.............................................. ..................
....... ...............
INSURER E
t
UNS UREr oF
COVERAGES CERTIFICATE NUOIABOEIR�916623550 REV00119 NUINBEIR:
.....
........................................................... ............................................................................................................ ...........
T}-NIS IS I101 CEIRMIFY THAll tHE POLICIIES OF WSURANCE LISTED BELOW HAVE BEEN ISSUE:11) tO T'HE 4,4SURED NAMED ABOVE FOR THE POLICY PO:::lRl()D
INDNCXTED. N0TWtnisiANnHNG ANY REGLAREMENI, TERM OR CONDITION OF ANY CONTFMCT OR C)THOER D(DCUMENT WTH RESPECT'ro wmvi IHM
GER10CAIIE MAY FlIE ISSUFID OR IMAY PERTAW, THE INVJRAINCE AFFT..)RDED IBY THE PIDLIiDIES DESCRIBE,I)HEREIN IS SUBJECF TO ALL FIE tERIIAS,
EX0 qJStONS ANDCONDITIONS OFSUCH FIU..0ES.LIMIlS SHOWINKAN NAVE BEE NREDUCZD BY PAID CLAIMS.
.... ...............
TN-S-ff TYPE OF WhISURANCE D..0..LA J B R —m)L q ICU"k': -,U-—OL�C T i)cp- ..........
.......f0UCVQ4UOABrR IMM7rrD2001P'1P jMM2g0LnM LWOMYS
A MERCOAL GENERAL UAWLUTY U 0: 9377201 IF 10*1120120 '1013112021 EACH OCCURRENCE $2 000 DOO
flc)7— ..................................................................................
GLAWS-MADE X ()CGUIR (E jj1,llLlrrftEj,2) S300=0
X. UNCLUDED MED EXP tAnyane pamwa , so
..................
±Clrv,ON X AmmuRY S 2 000 000
................
GEN'L AGGREGATE umi r APPUIES PER: GENERAL AGGREGAFE S4000000
Potl ICY X PRO- L(X,
JECT PRODUCTS COMP,'CPAGG S-4 000 U00
... ...............................................
OIHER:
S
................... .......—...............................................................................................................................................................
A 4UrC108ILEUA8ft.Are RAP 93 77199--1 F 10131 f202O ID13V2021 COMMNED SINGtE,OMIT 000,000
igam
ANY AUTO
.............................................................................................................
OWNED X SCHEDULED
AUFOSONLY AUTOS
HIRED NO:N OWNED
AUFOSONLY AUTOSONLY arx�dem
.................................................
..................
C X U'MBRELi..A MAR x C.P AlJC 5916947 15 10131/2020 101311202'1 EACH OCCURRENCE 5 10000000
................ .................................................................................................
EXCESS MAD CLNMS-MA0E AOGREGATE S 10 00D coo
................ fl:�� —
01;..!D X RETEINTIONS..:�&D@ 5
. �j............................
................................................................................................................................ .............
ER, ON+
.E ........................0......................
WOWERS COMPENSATION VX,937F20Z1 7 1013112020 1013112021
AND EMPLOVIERS'Q QABlLO`Y Y�N
T.
AhlypR0PRll:::FOI:VrlkRTNI:..'IIVE.X.EGt)TUIVE r:!,0..EACH ACCIDENT li�d O�00 006
0FRr,EOW9i.-.�6::REXCLUbF.6?
(Mandalory hn NH� 0. -FAF 000
0 x.m dendbe mWer _Lt 01SI KSE _LO
D SCRIP
S luaaluwwr El. CISEASE•PCOXW L. 1.000,00 0
...............................................................................................................................................................................................
...............................................................................................
DESCRUPTOON OF 0.OPERK74ONS I LqXATIONS I V11-10CLES gACORD i8l,Add kWnail Re-wA%Schedu0e,may bo aRached Km oye tpaum k osquilwed)
RE.MUL I I-SENSOR INSPEC rll(..)N PROJEC F
CITY OF If OLIND ROCK IS AN ADMTIONAIL INSURED UNDER(3ENERAL A11:0 RY AND AUT01MOBILE LIABILI"O,MY"I'ONLY TO THE EXTENT
REQUIRED BY1 HEIR Mq F FEN CON[IRA(."t W11 I Il rt IE NAMED INSURE11)FOR OPERATIONS PERFORMED BY"IHE NAMED INSURED.
THE INSURANCE AF ORODED To FHE ADIDITIONAL INSLAREDS IS PRWARY ffMURANCE OVER ANY iDTt Ill::.:.OR VALt[)()OR QM t.,E-CTIBLE IINSURANCE
THAT NE
ADDITIONAll INSUREDS MAY I IAVE WTt I Rll:::,SPFC JTO LOSS UNODER Tt IIS POUICY.011 IEIR INSURANCE OF ANY ADDITIONAL INSUREDS
APPLIrABLE TO LOSS IS IN
I:....XCESS OVER]HIS END0RSl;..:lAl;..:..Nf AND THE AMOUNTOF' It IE COMPANY'S LIABIII IFY LJNDO:..�R THIS POlt ICY SI IM L NOT BIE RIEEDUCED BY rIlE
§ee Attached-
...............................................................................................................................................................................................
.......................................................
CIER11111-11CATIE HOLDER CANCER LATION
SHOULD ANY OF TPIEABOVIO:..DESCRQBECP IPOSLIICIIIES BE CANCELLED BEFORE
TH11::! EXIFIRATON DATE THEREOOF', NOTICE WILL BE DO'-"UVO::JRED 114
ACCORDANCE WUH n-fE POUCYPROV0014S.
ClITY OF ROL)IN11 JiOCK
221 E IMAIN S r. ......................................................................................................................................................................
......................................................................................................
1101.yNID ROCK"rX 78664 At.U'rll011kUZEDU-111"PURESE.N'TA'TIIVE
.................................................................................................................... Alld-VO .1
Q'e)11988-2015 ACOIRD CORPORATION, A01 rights wesewved.
AODRD 25(20.1 W03� rhOE ACCORD name and logo are regNteired mairks of ACORD
Exhibit E
AGENCY CUSTOMER ID., CAROCOR-04
LOC#-.
...................
ACCM AIDID11TIONA111 REMARKS SCI 111EDULE Page 1 of i
AGENCY NAMED WSURED
Arthur J.GaIIagher Risk Management Services Inc. ACE PIPE CLEANING,INC.
6601 LlniversaI Ave
POLICY NUMBER Kansas CiIy,MO 64120
CARRIER6W...........................................................................................................................................
rCTEUP.nA"E::
ADWK)INAL REMARKS
...............................................................................................................................................................................................
.............................................................................................
THIS ADDITIONAL REMARKS FORM IS A SCHEDUILE TO ACORD(FORM,
FORM NUMBER: --15- FORM TITLE. CERTIFICATE OF LIARILITY INSURANCE
EXISTENCE,,OF SUCH
0THF.ER INSURANCE,PROVIDED,HOWEVER,THAT TIflS PARAGRAPH DOES INOT APPI.Y(i)TO LOSS CAUSED SOLELY BY THE NEGI IGENCE OF
Sucl:i ADDITIONAL
INSUREDS,OR 0i)TO LIABILITY OF THE ARCHITECT,ENGINEER OR SURVEYOR ARISING OUT OF(1)PREPAFtING,APPROVING OR FAIIANG TO,
PREPARE OR
APPROVE MAPS,SII-HOP DRAWINGS,OPINIONS,REPORTS SURVEYS FIELD ORDERS CHANGE ORDERS OR DRAWINGS AND SPECIFICATIONS,
OR(2)UVING
[)IRECI]ONS OR WSTRUCTIONS,OR FAIIIJING TO GIVE THEM IF I'HAT IS THE PRIMARY CAUSE OF THE ftIURY OR DAMAGE,THE INSURANCE
PROW.)ED UNDER
THIS ENDORSEMENT WILL BE PRIMARY AND NON-CONTRIBUTORY ONLY IF A ffTEN CONTRACT REQUIRFES IE
.....................................................................................................................................................
ACORD 101 (2008101) q',")2008 AC RID CORPORATION. AII rights reserved,
The ACORD narne and Iogo are reg Wered marks of ACORD