R-2019-0303 - 7/25/2019 RESOLUTION NO. R-2019-0303
WHEREAS, the City of Round Rock has duly sought proposals for apparel and customization
services, and other related goods and services; and
WHEREAS, Georgetown Shirt Company has submitted the proposal determined to provide the
best value to the City considering the price and other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council desires to enter into an agreement with Georgetown Shirt
Company,Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Apparel and Customization with Georgetown Shirt Company, a copy of said
Agreement being attached hereto as Exhibit "A" and incorporated herein.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 25th day of July, 2019.
/'M Z
CRAIG/MOR , Mayor
City of Roun ock, Texas
ATTEST:
SARA L. WHITE, City Clerk
0112.1902;00427812
EXHIBIT
CITY OF ROUND ROCK AGREEMENT FOR
APPAREL AND CUSTOMIZATION
WITH
GEORGETOWN SHIRT COMPANY
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of apparel and customization services, 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 , 2019 by and between the CITY OF
ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main
Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and GEORGETOWN
SHIRT COMPANY, whose offices are located at 40204 Industrial Park Circle, Georgetown,
Texas 78626(referred to herein as"Vendor").
RECITALS:
WHEREAS, City desires to apparel and customization services, and other related goods
and services, and City desires to purchase same from Vendor; and
WHEREAS, City has issued its "Request for Proposals" for the provision of said goods
and services, and City has selected the bid submitted by Vendor; 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 Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement
includes the following: (a) City's Request for Proposals designated RFP 19-001 REBID dated
January 2019; (b) Vendor's Response to RFP; (c) contract award; and (d)any exhibits, addenda,
00424959/ss2
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) Vendor's Response to RFP;
(3) City's Request for Proposals,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. Vendor means Austin Screen Printing or any of its successors or assigns.
2.01 EFFECTIVE DATE AND TERM
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. 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 Vendor to supply certain goods and services as outlined in RFP 19-
001 REBID dated January 2019. The goods and 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.
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4.01 DUAL PROVIDERS
The parties specifically acknowledge and agree that Vendor shall be considered as one of
the two (2) providers for specified goods and services set forth in the Contract Documents.
Vendor 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 Vendor or the other
dual provider in whatever order it deems to be the"best value"for the City. City is not obligated
to use or purchase any estimated annual quantity of goods or services, and no guarantee is made
of any minimum or maximum purchase.
5.01 ITEMS AWARDED; SCOPE OF WORK
A. All bid items listed on"Attachment A—Bid Sheet" in Exhibit"A"are awarded to
Vendor.
B. For purposes of this Agreement, City has issued documents delineating the
required services (specifically Request for Proposals Solicitation Number 19-001 REBID dated
January 2019). Vendor has issued its response agreeing to provide all such required goods and
services 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. Vendor shall satisfactorily provide all goods and services described under the
attached exhibits within the contract term specified in Section 2.01. Vendor's undertakings shall
be limited to providing goods and services for the City and/or advising City concerning those
matters on which Vendor has been specifically engaged. Vendor shall provide said goods and
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.
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 Vendor.
B. Vendor specifically acknowledges and agrees that City is not obligated to
purchase any quantity of goods or services, and City may not expend in excess of One Hundred
Eighty and No/100 Dollars ($180,000.00) per year for Vendor's goods and/or services
combined with the dual provider's goods and/or services for a total not to exceed amount of Nine
Hundred Thousand and No/100 Dollars ($900,000.00)for the term of this Agreement.
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7.01 INVOICES
All invoices shall include, at a minimum,the following information:
A. Name and address of Vendor;
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 Government 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 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Vendor 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.
Vendor 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); however, this Policy does not apply to payments made
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor,subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late;or
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B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor 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
D. 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.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts,or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor
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 Vendor's charges.
12.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the goods and services as specified, City reserves the right and
option to obtain the products from another supplier or suppliers
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Rick Atkins
Parks and Recreation Department Director
301 W. Bagdad Avenue, Suite 250
Round Rock,Texas 78664
(512) 341-3344
ratkinsng,roundrocktexas.gov
14.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth in RFP
No. 2019-001 REBID dated January 2019 and at:
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http://www.roundrocktexas. og v/W-content/uploads/2014/12/corr insurance 07.20112.pdf.
15.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
16.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods and services elsewhere, Vendor 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.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
17.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty(30)days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause,upon ten(10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
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chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
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 Vendor that portion of the
charges, if undisputed. The parties agree that Vendor 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
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor'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 Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
19.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with ail applicable federal and state laws,the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies.
B. In accordance with Chapter 2270,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
21.01 NOTICES
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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1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Georgetown Shirt Company
40204 Industrial Park Circle
Georgetown,Texas 78626
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND T0: 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 Vendor.
22.01 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.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor 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
City and Vendor 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.
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25.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor 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. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor 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 Vendor'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 Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as defined herein. However, notice of such impediment or delay in performance must
be timely given and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock,Texas Georgetown Shirt Company
By: B • i
Printed Name: Printed ame:
Title: Title:
Date Signed: Date Signed:_l^1 q--I!3
Attest:
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By:
Sara L.Whits,City Clerk
For City,Approved as to Form:
By.
Stephan L.Sheets,City Attorney
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