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R-2020-0185 - 7/9/2020RESOLUTION NO. R=2020=0185 WHEREAS, the City of Round Rock (ly"Ct") desires to purchase highway safety and traffic controls products; and WHEREAS, Chapter 271, Subchapter F of the Texas Local Government Code allows for local governments to participate in cooperative purchasing programs with other local governments,, and Is WHEREAS, the Buy Board Cooperative Purchasing Program ("Buy Board") is a cooperative purchasing program administered by the Texas Association of School Boards for the purpose of procuring goods and services for its members; and WHEREAS, the City 140s a member of Buy Board; and WHEREAS, Paradigm Traffic Systems, Inc. 's is an approved vendor of Buy Board; and WHEREAS, the City desires to purchase said goods and services from Paradigm Traffic Systems,, Inc. through Buy Board, 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 Purchase of Highway Safety and Traffic Controls Products with Paradigm Traffic Systems, Inc., 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 tIs imes 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. 0112.20202, 00449216 RESOLVED this 9th day of July, 2020. CRAI GA ,Mayor City of Round Ro k, Texas ATTEST: sm - 8 K SARA L. WHITE, City Clerk EXHIBIT «A» CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF HIGHWAY SAFETY AND TRAFFIC CONTROLS PRODUCTS WITH PARADIGM TRAFFIC SYSTEMS. INC. 4� --- 1�- -- IN -- - --------- KNOW ALL BY THESE PRESENTS. WHEREAS, City desires to purchase highway safety and traffic controls products, and City desires to obtain saidgoodsfro Vendor; and V EREAS, City is a member of the Buy Board Cooperative Purchasi*ng Progra ("Buy Board" and Vendor i*s an approved Buy Boardd dor throucryh Bu Board Contract #603o*20: ven and purchase loft&WHWHEREAS,AS, City desires to certain goods and services fro Vendor through Buy Board as set forth herein; and "Ov partiesA~.00.0WHEEVE.AS, the desi*re to enter I*nto thl's A ree ent to set forth in writing thei*r respech"ve riahts, duti"es, and obligations; vwo 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. 00448167/sc2 l.0 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to obtain specified goods and Vendor is obligated to provide specified goods. This Agreement includes any exhibits, addenda, and/or amendments thereto., B. City means the City of Round Rock, Williamson and TravisCaunties, Texas. Is C. Effective Datemeans the date upon which the binding signatures of both parties to this Agreement are affixed. Do Goods mean the specified supplies, materials, commodities, or equipment. E. Vendor means Paradigm Traffic Systems, Inc., or any successors or assigns. 2.0 EFFECTIVE DATE; TERM A. This Agreement shall be effecti've on the date 1*t has been si*gned in hereto, and shall re ain full force and effect unless and until it expires by termstaled herein, or until terminated ar extended as provided herein. B. This Agreement shall expire on March 31, 2023. 3.0 SCOPE OF WORK by both parties operation of the A. The goods subject and related services which are the of this are described generally in the attached Exhibit "A." 10 Bo This Agreement shall evidence the entire understanding and agree ent between the parti*es and shall supersede any pn*orproposais, correspondence or discussions. jr C. Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A" within the contract term specified. A change in the Scope of Services or any term of this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 4 9 o COSTS A. City agrees to pay for goods and related services during the term of this Agreement at the pricing set forth in Exhibie "A." Bo The City shall is authorized to pay the Services Provider an amount notmtomMOMIt(xr%ceed Two undred Fo----A y VI-1housand and No/100 Dollars 1kotx".40,000.00) for the teof this Agreement. 2 5.0 INVOICES All invoices shall include, at a minimum, the following information: 1. Name and address of Vendor* 29 Purchase Order Number; 3* Description and quantity of ite s received; and 4. Delivery dates. 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 servi*ces as dete i*ned by Ci*ty's bud9et for the fiscal vear in questiono Cityy affect such termination by giving Vendor a written notice of termination at the end of its then -current fiscal year. 7.0 PROMPT PAYMENT POLICY 1. 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; ar 2. There is a bona fide dispute between 'Vendor and a subcontractor or between a subcontractor and its supplier about the goods deli*vered or the servi*ce perfo ed that causes the nay ent to be late*1 or -9- 3* The terms of a federal contract, grant, regulation, or statute prevent City fro making a timely payment with federal funds* or 4P 4p 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 3 8.0 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. 9.0 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 14.0 INSURANCE Vendor shall meet all City of Round Rock insurance requirements set forth at. 111SUrance 07.2 P O'l '0 -1 litttict.tc��cIlLenP0//*,v 101 11-bC 1<V %t�cisl2)o a *14 ** I /c o t%i ..00.......... 0 ............ ...... ...... AN -ONO: 11.0 CTTY'S REPRESENTATIVE Is City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Gary Rudder Transportation Department Director 3400 Sunrise Road Round Rock,, TX 78665 (512) 218-5560 1 �f��idder "("t texas.,00�4^%-IftVIA MOM 044LOA4% 4 A Plot apt it 01 Apt MR ON 01 ON - OL 12.0 DEFAULT VIf Vendor abandons or defaults under this Agreement andi"sac se of City acquiring the specified goods elsewhere. Vendor shall be declared in default of this Agreement if it does any Of the following and fails to cure the issue within thirty (30) days of receipt of written notice, A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; Be Becomes insolvent or seeks relief under the bankruptcy laws of the United States, and is toperform under the Agreement. 4- i3.0 TERMINATION AND SUSPENSION A. In the event of any uncured default by either party, the non -defaulting party has the right to terminate the affected portions of this Agree ent for cause, upon ten (10) days' followingwritten notice to the defaulting party the cure period. shall apply: Be In the event City te inates under this section, the following Upon the effective date of the terminati*on, Vendor shall discontinue perfo ance of the affected Services and will schedule the of the Equipment. The Citywill be respons*1 ble only for amounts due and owing for the terminated affected Servicesand affected Equipment up through the date of termination. ORDINANCES1314.0 COMPLIANCE WITH LAWS, CxxAx%TER 1-IN" A. Vendor,i*ts a.4pents, e10,81I.Ployees and subcontractors shall use best efforts to co ply w*th all aPPli*cable federal and state laws, the Charter and Ordi*nances of the CI*ty of Round Rock, II as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies,. 15.0 ASSIGNMENT AND DELEGATION The parties hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of th►s Agreement. Neither party shall assign, sublet or transfer any 'interest in this Agreement without prior written authorization of the other party. 16.0 NOTICES A. All notices and othr communications in connection with this Agreement shall be in writing and shall be considered given as follows. 1. When delivered personally to recipient's address as stated in this Agreement* or 2. Three (3) days after being deposited in the United States mail, with postage to prepaid to the recipient's address as stated in this Agreement. 5 Notice to Vendors. Paradigm Traffic Systems, Inc. 2201 E. Division Street Arlington, Texas 7b011 Notice to City: City Manager 221 East Main Street Round Rock, TX 7$664 Stephan L. Sheets, City Attorney AND TO: 3Q9 East Main Street Round Rock, TX 78664 Nothi'ong contained herei*n shall be construed to restr*ct the transmission B ' routine communications between representatives of City and Vendor. 17.0 APPLICABLE LAW; ENFORCEMENT AND VENUE action ilegals ThThis Agree ent shall be enforceable inn Round Rock, Texas, and 1*f necessary by either party with resgect to the enforcement of any or all of the terms or conditions 1p inherein, exclusive venue for sa e shall lie Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 1$.0 EXCLUSIVE AGREEMENT This document, and all appended consti"tutes the Agreement between entire Vendor and City. This Agreementmay only be amended or supplemented by mutual agreement of the parties hereto in writing. 19.0 DISPUTE RESOLUTION City vwft between the parties and Vendor expressly agree that no claims or disputes arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration 0 including0Ift%proceeding,, without limitation, any proceeding under the Federal Arbitration Act ty USC Section I-14) or any applicable state arbitration statute, 20.0 SEVERABILITY 6 21.0 MISCELLANEOUS PROVISIONS A. Standard of Care. 'Vendor represents that *it employs trained, experienced and 'I competent persons to performall 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. C. Bindeng Agreement. This Agreement shall extend to and be binding upon and inure to the benefit of the parties' respective heirs, executors, administrators, successors and assigns, Do Multiple Counterparts. This Agreement may be executed i 40 Counterparts, any one of which shall be considered an original of this document; which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] 7 multiple and all of IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. Paradigm Traffic Sy teInc. Y# B k-I&M UPON-------- -------------- Printed (.game*Ma ndricks Title: Estimator Date ne Si"gd.F/17/�(l City of Round Rock, Texas By• * Printed Name: Title: Date Signed, For City, Attest,: BY= Sara L. White, City Clerk For City, Approved as to Form: By: Stephan L. Sheets, City Attorney S Exhibit A City of Round Rock, Texas Price Sheet Paradigm Traffic Systems, Inc. BuyBoard Contract 803-20 The City of Round Rock would like to enter into a contract with Paradigm Traffic Systems, Inc. per the terms of Buy Board Contract 803-20. The City intends to purchase from this contract Highway Safety and Traffic Control Products In an amount not to exceed Contract Term: Effective from date of exembon and will expire an 03/31l2023, per the terms of BuyBoard Contract No.. 803-20. Spedal Instructions,,: Complete pricing below and submit copy of price list or catalog. State Percent (%) of Item No., ShortDeseHptlon Full Description Discount off State Name ofExceptlo� to Eatalog/PrIcelist --- -------- -- Cabloleplicallat Discount Secdon Ip: Traflte Signal Supplies and Equipment -- ------------- ,Discount Off Please state the discount (�6) off catalog/pncelist for PARADIGM 1 iCaWlog/P�icsliat for Traffic Signal Equipment,, CataloglPricelist MUST be included or % 'Traffic Signal Equipment proposai will not be considered. Discount (94) Off Please state the discount off catalog/p6celist for Traffic Signal z Ca4alog/Pricelistior Supplies, Catalog/Pricelist MUST be included or proposal will not N/A % Traffic Signal Supplies be considered. N/A discount Oft Please state the discount off catalog/pdcelist for All Other 3 CatabgOPriceliat for Tre/fic Signal Products. CatainglPriceNst MUST be included or PELCO ll Other Traffic Signal proposal will not be considered.PARADIGM �5% 'Products Discount. Oti Please state the discount (•�) off catalog/p6celist for Traffic Signal q CateloglPrtcelist for Traffic Repair Parts. CataloglPricelist MUST be 0 N/14 yh N/A Signal Repair Parts inducted or proposal will not be considered. Discount Off Please state the discount (%) off catalog/pricelist for Traffic Signal - --------- CataloglPdcelist for Equipment and Products Maintenance/Warranty Agreements. 5 Traffic Signal Equipment and CataloglPrice9ist MUST be Included or proposal will not be N/A % /A Products consideredS------------ MaintenancehNarranty Agreements Sectlon IV* IraaLllatlan and Repair Service - ---------------- Nam No,. Short Descdptlon Full Descriptlon Not to Exceed Hourly Detailed Informatlon Enceptions to Labor Rate on Hourly Isbor Hourly Labor Rate Rate Not to Exceed Hourly ------- Hourly Labor Rate for InstallationtRepair -- ---------- - - -- ------- ------- Labor Rate for of Public Safety Equipment and Products -State the Not to6 land Installation/Repair Exceed hourly labor rate for Installation/Repair SeMce of Public s N/A /HourN/Aof Public Safety Equipment Safety Equipment and Products. ---- Products Exhibit "A"