R-2018-5290 - 3/22/2018 REISOLUTION NO. R-2018-5290
WHEREAS, the City of Round Rock has duly advertised for bids for the purchase of HVAC
filter replaced gent services, and for related goods and services; and
WHE 1ZEAS, Star Air, Inc. has submitted the lowest responsible bid; and
WHE IZ EAS, the City Council wishes to accept the bid of Star Air, Inc.,Now Therefore
BE I'I' RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That t1he Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Purchase of HVAC Filter Replacement Services from Star Air, Inc., a copy of said
Agreement being attached hereto as Exhibit"A" and incorporated herein.
The ('i ty Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which thus Resolution was adopted was posted and that such meeting was
open to the p iblic as required by law at all times during which this Resolution and the subject matter
hereof were (I scussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, "Texas Government Code, as amended.
RESG 1,VED this 22nd day of March, 2018.
CRAIG ORGgck, Texas
Mayor
City o Round
ATTEST:
wmt- - h6u4-
SARA L. WI I ITE, City Clerk
0112.1804;00397191
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j CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
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HVAC FILTER REPLACEMENT SERVICES FROM
STAR AIR,INC.
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THE STATE OF TEXAS §
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CITY OF ROUND RUCK § KNOW ALL BY THESE PRESENTS:
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COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS Agreement for purchase of HVAC filter replacement services, and for
related goods and services, (referred to herein as the "Agreement"), is made and entered into on
this the .z"I day of the month of o�1,4ric_,X , 2018, by and between the CITY OF ROUND
ROCK, TEXAS, a home-rule municipality whose offices are located at 221 East Main Street,
Round Rock,Texas 78664(referred to herein as the"City")and STAR AIR, INC.,whose offices
are located at 1502 Brandi Lane, Suite A, Round Rock, Texas 78681 (referred to herein as the
"Services Provider").
RECITALS:
WHEREAS, City desires to HVAC filter replacement services, and City desires to
procure same from Services Provider;and
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WHEREAS, City has issued its "Invitation for Bid" for the provision of said goods and
services, and City has selected the Bid submitted by the Services Provider;and
WHEREAS, the parties desire to enter into 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, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
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1.01 DEFINITIONS
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A. Agreement means the binding Iegal contract between City and Services Provider
whereby City is obligated to buy specified services and Services Provider is obligated to sell
same. The Agreement includes the following: (a) City's Invitation for Bid, designated
Solicitation Number 18-003, dated January of 2018; (b)Services Provider's Response to the IFB;
(c) contract award; and (d) any exhibits, addenda, and/or amendments thereto. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference in
the following order:
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3 (1) This Agreement;
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(2) Services Provider's Response to IFB;
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(3) City's Invitation for Bids,exhibits,and attachments.
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' 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.
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E. Goods and services mean the specified services, supplies, materials,
commodities,or equipment.
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[ 2,01 EFFECTIVE DATE;TERM
j A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
j term stated herein,or until terminated as provided herein.
B. The term of this Agreement g t is for sixty (60) months from the effective date
hereof.. City reserves the right to review the relationship at any time, and may elect to terminate
i this Agreement with or without cause or may elect to continue.
j 3.01 CONTRACT DOCUMENTS AND EXHIBITS
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City selected Services Provider to supply the services as outlined in the IFB and
Response to 11713 submitted by Services Provider, all as specified in Exhibit"A,"attached hereto
and incorporated by reference. The intent of these documents is to formulate an Agreement
listing the responsibilities of both parties as outlined in the IFB and as offered by Services
Provider in its Response to the IFB.
The services which are the subject of this Agreement are described in Exhibit "A" and,
together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
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4.01 ITEMS AWARDED; SCOPE OF WORK
A. All bid items on Exhibit"A"are awarded to Services Provider.
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B. For purposes of this Agreement, Cityhas issued documents delineating the
required services (specifically Invitation for Bid Solicitation Number 18-003 dated January
20.18). Services Provider has issued its response agreeing to provide all such required service in
all specified particulars. All such referenced documents are included in Exhibit "A." When
taken together with the appended exhibits, this Agreement shall evidence the entire
understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions.
C. Services Provider shall satisfactorily provide all services described under the
attached exhibits within the contract term specified in Section 2.01. Services Provider's
i undertakings shall be limited to performing services for the City and/or advising City concerning
those matters on which Services Provider has been specifically engaged. Services Provider shall
perform its services in accordance with this Agreement, in accordance with the appended
exhibits, in accordance with due care, and in accordance with prevailing industry standards for
comparable services.
5.01 COSTS
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A. Bid costs listed on Exhibit"A" shall be the bases of any charges collected by the
Services Provider.
B. Services Provider expressly acknowledges and agrees with the. following
j statement contained in the IFB: "The quantities shown on the solicitation are estimates only, No
j guarantee of any minimum or maximum purchase is made or implied. The City will only order
the services/goods needed to satisfy requirements within budgetary constraints, which may be
more or less than indicated."
C. The total amount paid to the Services Provider over the term of this Agreement
shall not exceed One Hundred Ninety-Nine Thousand Nine Hundred Thirty-Two and
No/100($199,932.00).
6.01 INVOICES
All invoices shall include,at a minimum,the following information:
A. Narne and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of items received or services provided;and
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D. Delivery or performance dates.
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7.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F,Section 27 1.101 and Section 271.102.
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Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City's bid, with the consent and agreement of the successful vendor(s) and
the City. Such agreement shall be conclusively inferred for the vendor from lack of exception to
this clause in the vendor's response. However, all parties hereby expressly agree that the City is
i not an agent of,partner to,or representative of those outside agencies or entities and that the City
is not obligated or liable for any action or debts that may arise out of such independently-
negotiated"piggyback"procurements.
E 8.01 NON-APPROPRIATION AND FISCAL FUNDING
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This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Services Provider a written notice of termination at the end of its then current fiscal year.
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9.01 PROMPT PAYMENT POLICY
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In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Services Provider will be made within thirty.(30) days of the day on which City receives the
performance,supplies,materials,equipment,and/or deliverables,or within thirty(30)days of the
day on which the performance of services was complete, or within thirty(30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Services Provider may charge interest on an overdue payment at the "rate in
i effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance
with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not
apply to payments made by City in the event:
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A. There is a bona fide dispute between City and Services Provider, a contractor, a
subcontractor or supplier about the goods delivered or the service performed that
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cause the payment to be late;or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds;or
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C. There is a bona fide dispute between Set-vices Provider and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
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E. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
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10.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with"respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code,
11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
12.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products or services from another supplier or suppliers.
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13,01 INSURANCE I
Services Provider shall meet all requirements as stated in the attached 11713, including all
attachments and exhibits thereto,and Services Provider's bid response,
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Chad McDowell,General Services Director
General Services Department
212 Commerce Cove
Round Rock,Texas 78664
512-341-3191
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15.01 RIGHT TO ASSURANCE
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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.
3 16.01 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 will not be considered in the re-advertisement of the service
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 make any payment in full when due;
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B. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
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C. Fails to provide adequate assurance of performance under the "Right to
Assurance"section herein,or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
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17.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in pant, 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.
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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
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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
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.
18.01 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,
f 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,
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19.01 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,
j state and national boards,bureaus and agencies.
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B. Services Provider acknowledges and understands that City has adopted a Storm
Water Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139
through 14-152 of the City's Code of Ordinances, to manage the quality of the discharges from
its Municipal Separate Storm Sewer System (MS4) and to be in compliance with the
requirements of the Texas Commission on Environmental Quality (TCEQ) and the Texas
Pollutant Discharge Elimination System (TPDES). The Services Provider agrees to perform all
operations on City-owned facilities in compliance with the City's Illicit Discharge Ordinance to
minimize the release of pollutants into the MS4. The Services Provider agrees to comply with of
the City's stormwater control measures, good housekeeping practices and any facility specific
stormwater management operating procedures specific to a certain City facility. In addition, the
Services Provider agrees to comply with any applicable TCEQ Total Maximum Daily Load
(TMDL)Requirements and/or I-Plan requirements.
C. In accordance with Chapter 2270,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott
Israel during the term of this contract. The signatory executing this Agreement on behalf of
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Services Provider verifies Consultant does not boycott Israel and will not boycott Israel at any
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term of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
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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
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assign,sublet or transfer any interest in this Agreement without prior written authorization of the
` other party.
21.01 NOTICES
E. All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
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is 1. When delivered personally to the recipient's address as stated in this Agreement;
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or
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2. Three (3) days after being deposited in the United States mail, with postage
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prepaid to the recipient's address as stated in this Agreement.
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' Notice to Services Provider:
Star Air, Inc.
1502 Brandi Lane,Suite A,
Round Rock,Texas 78681
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Notice to City:
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City Manager Stephen L.Sheets,City Attorney
221 East Main Street AND TO: 309 East Main Street
f Round Rock,TX 78664 Round Rock,TX 78664
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Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
22,01 APPLICABLE LAW; ENF40RCEMENT 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.
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23.01 EXCLUSIVE AGREEMENT
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This document, and all appended documents, constitutes the entire Agreement between
E 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.
24.01 DISPUTE RESOLUTION
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l City and Services Provider hereby expressly agree that no claims or disputes between the
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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.
25.01 SEVERABILITY
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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
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
F 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.
26.01 MISCELLANEOUS PROVISIONS
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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
I 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.
i 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.
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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.
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fIN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
I the dates indicated.
City of Round Rock,Texas Star Air,Inc.
By: By: L-�V�� i5 �
Printed Name: Printed Name: jL:`
Title: Title: v(c c !'/',C
Date Signed: Date Signed: 4,h
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Attest:
By!
Sara White, City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets,City Attorney
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