Contract - JNA Painting and Contracting Company, Inc. - 9/27/2018 CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF GENERAL BUILDING CONSTRUCTION
TRADES SERVICES (PAINTING TRADE) FROM
JNA PAINTING AND CONTRACTING COMPANY, INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
This Agreement for on-site services in the nature of general building construction trades
services (painting) to be performed on and in various commercial and residential City-owned or
City-occupied buildings on a directed as-needed basis, and for related goods and services,
referred to herein as the "Agreement," is made and entered into on this the day of the
month of , 20185 by and between the CITY OF ROUND ROCK, TEXAS, a
home-rule mu icipality whose offices are located at 221 East Main Street, Round Rock, Texas
78664, referred to herein as the "City," and JNA PAINTING AND CONTRACTING
COMPANY, INC., whose address is 17819 Davenport Road#240, Dallas, Texas 75252, referred
to herein as "JNA Painting." This Agreement supersedes and replaces any previous agreements
between the named parties, whether oral or written, and whether or not established by custom
and practice.
RECITALS:
WHEREAS, City desires to purchase certain on-site services in the nature of general
building construction trades services (painting) to be performed on and in various commercial
and residential City-owned or City-occupied buildings on a directed as-needed basis, and
associated goods and services, and City desires to purchase same from JNA Painting; and
WHEREAS, City has issued its "Invitation for Bid" for the provision of said goods, and
City has selected the bid submitted by JNA Painting; 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, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and JNA Painting
whereby City is obligated to buy specified services and JNA Painting is obligated to sell same.
The Agreement includes the following: (a) City's Invitation for Bid designated Solicitation
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Number 18-012 (b) JNA Painting's Response to 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:
(1) This Agreement;
(2) JNA Painting's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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. JNA Painting means JNA Painting and Contracting Company, Inc., or any of its
successors or assigns.
2.01 EFFECTIVE DATE,INITIAL TERM,AND ALLOWABLE RENEWALS
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
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall be for sixty(60) months from the effective date
hereof.
C. Prices shall be firm for the duration of this Agreement and for any renewal
periods. No separate line item charges shall be permitted for invoicing purposes, including but
not limited to equipment rental, demurrage, costs associated with obtaining permits, or any other
extraneous charges. City may permit "unit price" adjustments upwards only in accordance with
Part III, Item 6 of City's Invitation for Bid included as a part of Exhibit"A," attached hereto and
incorporated herein by reference for all purposes. Any price increase shall be requested by JNA
Painting in writing and accompanied by the appropriate documentation to justify the requested
increase. JNA Painting may offer price decreases at any time and in excess of any allowable
percentage changes.
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D. 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
City selected JNA Painting to supply the services as outlined in IFB Solicitation Number
18-012; and Response to IFB submitted by JNA Painting, all as specified in Exhibit "A." 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 JNA Painting in its Response to the IFB.
The services which are the subject matter 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.
4.01 DUAL PROVIDERS OF SERVICES
The parties specifically acknowledge and agree that JNA Painting shall be considered as
one of two (2) providers ("dual providers") of the specified goods and services (painting
services). JNA Painting specifically further acknowledges and agrees that this Agreement is not
an exclusive agreement. City may, in its sole and unfettered discretion, elect to use either of the
two providers in whatever order it deems most advantageous to City's purposes. City may, in its
sole and unfettered discretion, elect to use any other providers. City is not obligated to use or
purchase any estimated annual quantity of goods, and no guarantee is made of any minimum or
maximum purchase.
5.01 ITEMS AWARDED
Only if, as, and when needed by City, painting services are awarded to JNA Painting in
accordance with bid items shown on Attachment A—Bid Sheet of Exhibit"A,"as follows:
Painter
Regular Hourly Labor Rate $38.64 (no minimum hours)
Overtime Hourly Labor Rate $38.64 (no minimum hours)
Painter Helper Hourly Labor Rate $20.16 (no minimum hours)
Overtime Painter-Helper Hourly Labor Rate $20.16 (no minimum hours)
Materials (if on Cost-Plus basis)
Percentage Markup 1%
6.01 COSTS
A. Only if, as, and when needed by City, the bid costs listed on Attachment A—Bid
Sheet of Exhibit "A," which are specifically relevant to the referenced bid items, shall be the
basis of any charges collected by JNA Painting.
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B. JNA Painting specifically acknowledges and agrees that City is not obligated to
use any estimated annual quantity of services, and City may not expend in excess of Seventy-
Five Thousand and No/100 Dollars ($75,000.00) per year for JNA Painting's services
combined with the dual provider's services for a total not-to-exceed amount of Three Hundred
Seventy-Five Thousand and No/100 Dollars ($375,000.00) for the tenn of this Agreement.
7.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of JNA Painting;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
8.01 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 Govenunent Code, Title 8, Chapter 271, Subchapter
F, Section 271.101 and Section 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City of Round Rock's bid, with the consent and agreement of the successful
vendor(s) and Round Rock. 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 of Round Rock is not an agent of,partner to, or representative of those outside
agencies or entities and that the City of Round Rock is not obligated or liable for any action or
debts that may arise out of such independently-negotiated"piggyback"procurements.
9.01 NON-APPROPRIATION AND FISCAL FUNDING
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 JNA Painting a written notice of termination at the end of its then-current fiscal year.
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14.01 INSURANCE
JNA Painting shall meet all requirements as stated in Part II, Section 2 of the attached
IFB Solicitation Number 18-012.
15.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Pete Dominguez, Facilities Manager
City of Round Rock
212 Commerce Cove
Round Rock, TX 78664
512-341-3144
pdolminguez@roundrocktexas.gov
16.01 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 perfonn. 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.
17.01 DEFAULT
If JNA Painting abandons or defaults hereunder and is a cause of City purchasing the
specified services elsewhere, JNA Painting 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.
JNA Painting shall be declared in default of this Agreement if it does any of the
following:
A. Fails to snake any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
hereunder;
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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10.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to JNA Painting will be made within thirty (30) days of the date City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. JNA Painting may charge interest on an overdue payment at the "rate in 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). This Prompt Payment Policy does not
apply to payments made by City in the event:
A. There is a bona fide dispute between City and JNA Painting, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that causes the
payment to be late; or
B. There is a bona fide dispute between JNA Painting 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
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
11.01 GRATUITIES AND BRIBES
City may, by written notice to JNA Painting, cancel this Agreement without incurring
any liability to JNA Painting if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by JNA Painting or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, JNA Painting may be subject to penalties stated in
Title 8 of the Texas Penal Code.
12.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in JNA Painting's charges.
13.01 ORDERS PLACED WITH ALTERNATE VENDORS
If JNA Painting cannot provide the services as specified, City reserves the right and
option to obtain same from another source or supplier(s).
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Systems (TPDES). JNA 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.
JNA Painting agrees to comply with the City's stormwater control measures, good housekeeping
practices and any facility specific stoirnwater management operating procedures specific to a
certain City facility. In addition, JNA Painting 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 JNA
Painting verifies JNA Painting does not boycott Israel and will not boycott Israel during the term
of this Agreement.
21.01 ASSIGNMENT AND DELEGATION
The parties 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.
22.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated in this Agreement; or
B. 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 JNA Painting:
JNA Painting Design and Contracting Company, Inc.
17819 Davenport Road#240
Dallas, TX 75252
Notice to City:
City Manager Stephen 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 JNA Painting.
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18.01 TERMINATION AND SUSPENSION
A. City has the right to tenninate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to JNA
Painting.
B. In the event of any default by JNA Painting, City has the right to terminate this
Agreement for cause,upon ten(10) days' written notice to JNA Painting.
C. JNA Painting has the right to terminate this Agreement only for cause, in the
event of material and substantial breach by City, or by written mutual agreement to terminate.
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 JNA Painting, JNA
Painting shall discontinue all services in connection with 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 termination notice,
JNA Painting shall submit a statement showing in detail the goods and services satisfactorily
performed hereunder to the date of termination. City shall then pay JNA Painting that portion of
the charges, if undisputed. The parties agree that JNA Painting is not entitled to compensation
for services it would have performed under the remaining term of the Agreement except as
provided herein.
19.01 INDEMNIFICATION
JNA Painting shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials hannless 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
JNA Painting, or JNA Painting's agents, employees or subcontractors, in the perfonnance of
JNA Painting'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 JNA Painting (including,but
not limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
20.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. JNA Painting, its agents, employees and subcontractors shall use best efforts to
comply with all federal and state laws, City's Charter and Ordinances, as amended, and with all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies.
B. JNA Painting 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 or the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
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23.01 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.
24.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
JNA Painting 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.
25.01 DISPUTE RESOLUTION
City and JNA Painting 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.
26.01 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
such 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 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 to
be void.
27.01 MISCELLANEOUS PROVISIONS
Standard of Care. JNA Painting 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. JNA Painting understands and agrees that time is of the essence
and that any failure of JNA Painting to fulfill obligations for each portion of this Agreement
within the agreed timeframes will constitute a material breach of this Agreement. JNA Painting
shall be fully responsible for its delays or for failures to use best efforts in accordance with. the
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terms of this Agreement. Where damage is caused to City due to JNA Painting'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 JNA Painting shall be deemed in violation of this
Agreement if it is prevented fiom 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.
IN WITNESS WHEREOF, City and JNA Painting have executed this Agreement on the
dates indicated.
City of Round Rock, Texas JNA Painting and Contracting Company,
Inc.
By: By.
Printed Name: Printed Name: 1(�avTt' j S
Title: 01 Title: k7)(eSIt�+2;
Date Signed: I Date Signed:
For City,Attest:
0 By: ,
Sara L. White, City Clerk
For City, Approved as to Form:
By:
*Stephaneets, City Attorney
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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. 2018.388004
JNA Painting&Contracting Company,INC
Dallas,TX United States Date Filed:
2 Name of govemmenW entry or state agency that is a party tot the contract for which the form is 08103/2018
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the govemmental 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.
2018
Painting Trades 2018
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 NexS and my date of birth Is
My address is 20 ✓�N�QV �QI�L I a _-_,Lr_
(street) (city) (state) (zip code) (country)
I declare under penalty
of(perjury that the foregoing is true and correct.
Executed in \ 0`�t County,State of ,on the__,__day of i ,20 .
(;6th) (year)
Signature of authorized agent of contracting business entity
(Dadarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 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. 2018-388004
JNA Painting&Contracting Company, INC
Dallas,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 08/03/2018
being filed.
City of Round Rock Date Acknowledged:
08/06/2018
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.
2018
Painting Trades 2018
4 Nature of interest
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 V1.0.6711