R-2020-0011 - 1/9/2020 RESOLUTION NO. R-2020-0011
WHEREAS, the City of Round Rock ("City") desires to purchase camera maintenance and
repair services for the Wastewater Collections Division; and
WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for
items available from only one source are exempt from competitive bidding requirements; and
WHEREAS, Patterson Equipment, LLC is the sole source provider for the specialized cameras
to inspect wastewater collection lines within the City; and
WHEREAS, the City desires to enter into an Agreement with Patterson Equipment, LLC to
purchase camera maintenance and repair services for the Wastewater Collections Division, 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 Camera Maintenance and Repair Services with Patterson Equipment, LLC, a copy of
same being attached hereto as Exhibit"A"and incorporated herein for all purposes.
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 9th day of January, 2020.
CRAI MO N, Mayor
City of Roun Rock, Texas
ATTEST:
(4 va--
SARA L. WHITE, City Clerk
0112.1902;00437384
EXHIBIT
CITY OF ROUND ROCK AGREEMENT FOR
CAMERA MAINTENANCE AND REPAIR SERVICES
WITH
PATTERSON EQUIPMENT,LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for purchase of camera maintenance and repair services for
the Utilities and Environmental Services Department, 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 _ ...............
_ _ ..__ , 20.19 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 PATTERSON EQUIPMENT, LLC, whose
offices are located At 14481 Day Road, Suite 100,Roanoke,Texas 76262 (referred to herein as
the"Services Provider").
RECITALS:
NAMEREAS, City desires to purchase camera maintenance and repair services for the
Utilities and Environmental Services Department, and City desires to procure same from
Services Provider;and
WHEREAS, expenditures that are for procurement of items from only one source are
exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local
Government Code;and
WHEREAS,the City has determined that Services Provider is a sole source provider for
these goods and services;and
V4'HEREAS, 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 sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
0043532 t:ss2
1.
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City agrees to buy specified services and Services Provider is obligated to provide
same.
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 botli 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 goveri hent of the Unvted
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fres, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities,or equipment.
F. Services Provider means Patterson Equipment,LLC,its successor or assigns.
2.01 EFFECTIVE DATE,TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto,and shall remain in frill force and effect unless and until it expires by operation
of the tern indicated herein,or is 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 EXIIIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to
the terns and conditions set forth in pages one(1)through nine(9)of this Agreement
4.01 ITEMS
A. The goods and services which are the subject matter of this Agreement are
described generally in the attached Exhibit"A."
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B. 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 items described in Exhibit "A"
within the contract term specified. A change in any term of this Agreement,must be negotiated
and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement
as described
5.01 COSTS
A. In consideration for the services to be performed by Services Provider, City
agrees to pay Services Provider the amounts set forth in the attached Exhibit"A."
B. The City shall be authorized to pay the Services Provider an amount not-to-
exceed One Hundred Thousand and No/100 Dollars ($100,000.00) for the tern of this
Agreement.
6.01 INVOICES
All invoices shall include,at a minimum,the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of items received or services provided;and
D. Delivery or performance dates.
7.01 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
detennined by City's budget for the fiscal year in question. City may affect such termination by
giving Services Provider a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Teras 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
effect"on September 1 of the fiscal year in which the payment becomes overdue, in accordance
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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 Services Provider, a contractor,
subcontractor or supplier about the goods delivered or the service performed that
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
C. There is a bona fide dispute between Services 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
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.
9.01 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
11.01 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 from another supplier or suppliers.
12.01 INSURANCE
Services Provider shall meet all insurance requirements set forth on the City's website at:
htt s:Hwww.roundrocktexas. ovt -contentlu loads120141121corr insurance 07.201.12. df
13.01 CITY'S REPRESENTATIVES
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
a
Michael Thane
Director of Utilities and Environmental Services
3400 Sunrise Road
Round Rock,Texas 78555
512-218-3235
mthane@roundrocktexas.gov
14.01 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.
15.01 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;
B. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
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.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Services
Provider.
B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause,upon ten(10)days'written notice to Services Provider.
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C. Services Provider has the right to terminate this Agreement only for cause, that
being in the event of a material and substantial breach by City, or by mutual agreement to
terminate evidenced in writing by and between the parties.
D. In the event City tenuinates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Services Provider.
Services Provider shall discontinue all services in connection with the performance of this
Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such
orders and contracts are chargeable to this Agreement. Within thirty(30)days after such notice
of termination, Services Provider shall submit a statement showing in detail the goods and/or
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.
17.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns,officers,employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees,and any
and all other costs or fees arising out of,or incident to,concerning or resulting from the fault of
Services Provider, or Services Provider's agents, employees or subcontractors, in the
performance of Services Provider's obligations under this Agreement, no matter how, or to
whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or
Services Provider(including, but not limited to the right to seek contribution)against any third
party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Services Provider, its agents, employees and subcontractors shall use best efforts
to comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards,bureaus and agencies.
B. In accordance with Chapter 2270,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contact contains
written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott
Israel during the terms of this contract. The signatory executing this Agreement on behalf of
Services Provider verifies Services Provider does not boycott Israel and will not boycott Israel
during the term of this Agreement.
19.01 :ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terns of this Agreement. Neither party shall
assign,sublet or transfer any interest in this Agreement without prior written authorization of the
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other party.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Services Provider:
Patterson Equipment,LLC
14481 Day Road,Suite 100
Roanoke,Texas 76262
Notice to City:
Laurie Hadley,City Manager Stephan L.Sheets,City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
2.1.01 APPLICABLE LAW;ENFORCEMENT AND VENUTE
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.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing,duly authorized by action of the City Manager or City
Council.
23.01 DISPUTE RESOLUTION
City and Services Provider hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute.
24.41 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.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained,experienced and
competent persons to perforin all of the services,responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider shall be fully responsible for its delays or for failures to use best efforts in
accordance with the terns of this Agreement. Where damage is caused to City due to Services
Provider's failure to perform in these circumstances, City may pursue any remedy available
without waiver of any of City's additional legal rights or remedies.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given,and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,any
one of which shall be considered an original of this document; and all of which, when taken
together,shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock,Texas Patterson Equipment,LLC
By: By:
Printed Name: Printed NJeff Patterson
'Fitle: Title: President
Date Signed: Date Signed: 121212019
Attest:
By:
Sara L. White,City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets, City Attorney
Exhibit "A"
City of Round Rock,Texas
Prke Sheert
Paft*rsan Equipment LLC
The City of Round Rock would like to enter into a contract with Patterson Equipment LLC.The City intends to purchase from this contract repair
parts and services for Photographic Equipment Maintenance and Repair for an estimated amount of S20O0O.170 per year for a total not to exceed
amount of$100.000.
%NF0RMA'n0N-0Nl,Y-01EL0
Quantities below are estimates only the City may purchase more or less than listed
Item No. Desc;ption lQuantity Unit price Amount
503-33355 RST RES,SM Var,12MM PVS I Series,1 OK 10 $ 515 $ 5150
867-35899 RST Brass HUBS for Mega Trac Wheels 10 $ 46.64 $ 46640
443-35680-23 RST Wheel,MEGA Track 4 40" 10 $ 12650 $ 1,26500
867-3846 RST 1"Spacers 10 $ 2490 $ 24900
867-31751 RST Sincon Bullet Connection Assemb!j Complete 10 $ 35320 $ 3,53200
010-01545-01 RST Color Self-Leveling Camera Head 10 $ 3,00425 $ 30,G42 50
867-39692 Assy,LED Light 2.25"Diarn BLK External 10 $ 550M $ 5,50500
861-39632 Assy,.PC9,CNTRL,S DT Version 2 10 $ 1108720 $- 10,87200
806-15999 12'Cable"N"Plug RST PE 2 10 $ 18469 $ 1,84690
404-21368 RST]Subsite Beating,Sall, 8750D 625 Bore, 156W,[IBL 10 $ 3726 $ 37260
529-39499 Subsite Fust,SM,32V 0 75A,0603 UL 10 $ 595 $ 5950
439-30799 Gasket,TOP Mini Tractor V2 10 $ 2284 $ 22840
861-21909 -lAssy.PCB,FVVR SuoolylController 10 $ 79862 $ 7,98620
805-38353 Assy.Gear Drive,Wheel,64T Translar 10 $ 14020 $ 1,40200
950-18079 RST Service Labor 1 Hour $ 145.00 1$ 14500
Percent of discount off catalog items/MSRP L % 15%
Infannation Only- The QV of Round Rock resines the right to order offiff products from the attiched h4SRP Sheet per the discounts quoted in the
Patterson Equipment MSRP Ust
COMPANY NAME: Patterson Equipment Company,LLC
SIGNATURE OF AUTHORIZED REPRESENTATIVE:
PRINTED NAME: Jeff Patterson
P14ONE NUMBER: 281-770-6714
EMAIL ADDRESS-