Contract - Paradigm Traffic Systems, Inc. - 7/9/2020CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF HIGHWAY SAFETY
AND TRAFFIC CONTROLS PRODUCTS
WITH
PARADIGM TRAFFIC SYSTEMS, INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
This Agreement is for the purchase of highway safety and traffic controls products, and is
r erred to herein as the "Agreement." This Agreement is made and entered into on this the
-ui day of the month of , 2020, by and between the CITY OF ROUND ROCK,
TEXAS, a home -rule municipality whose offices are located at 221 E. Main St, Round Rock,
Texas 78664, referred to herein as the "City," and PARADIGM TRAFFIC SYSTEMS,
INC., whose offices are located at 2201 E. Division Street, Arlington, Texas 76011, referred
to herein as "Vendor." This Agreement supersedes and replaces any previous agreement
between the named parties, whether oral or written, and whether or not established by custom
and practice.
RECITALS:
WHEREAS, City desires to purchase highway safety and traffic controls products, and
City desires to obtain said goods from Vendor; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor through Buy Board Contract #603-20;
and
WHEREAS, City desires to purchase certain goods and services from Vendor through
Buy Board as set forth herein; 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:
00448167/ss2
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1.0 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 Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. 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 effective on the date I*t has been signed
hereto, and shall remain in full force and effect unless and until it expires by
term stated herein, or until terminated or extended as provided herein.
B. This Agreement shall expire on March 31, 2023 0
3.0 SCOPE OF WORK
I by both parties
operation of the
A. The goods and related services which are the subject matter of this Agreement are
described generally i*n the attached Exhibit "A."
Be 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 deliverables and services described i*n
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 I*n all relevant
details, and must be embodied i*n a valid Supplemental Agreement as described herein.
4.0 COSTS
A. City agrees to pay for goods and related services during the term of this
0
Agreement at the pricing set forth I*n Exhibit "A."
B. The City shall is authorized to pay the Services Provider an amount not -to -
exceed Two Hundred Forty Thousand and No/100 Dollars ($240 000.00) for the term of this
Agreement.
2
5.0 INVOICES
All invoices shall include, at a minimum, the following information:
le Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of Ci*ty's current revenues only,, It is understood and
0
agreed that City shall have the right mi
to rnate 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 CI*ty's budget for the fiscal year in question,. City may 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
In accordance with Chapter 225 1, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor 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. Vendor may charge interest on an overdue payment at the "rate i"n effect' on September 1
of the fiscal year in which the payment becomes overdue, i"n accordance with V,.T.C.A., Texas
Government Code,, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by CI*tyl'*n the event:
I's 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
2. There i*s 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
3. The terms of a federal contract, grant,, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
3
8eO 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 1*n Title 8 of the Texas Penal Code.
9.0 TAXES
Ciitys exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included i*n Vendor's charges.
10.0 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
http:/lu�vw.roundrocktexas.gov/vvp-coritent�`uploac1s12014;'1?%c;c>rr insurance 07.20112,OPdte
11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act I*n its behalf with
regard to this Agreement:
Gary Hudder
Transportation Department Director
3400 Sunrise Road
Round Rock, TX 78665
(512) 218m5560
Rhudder(tc;roundrocktexas. Gov
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause 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) d111Ys 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 unable to perform its material obligations under the Agreement.
4
13.0 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 Agreement for cause, upon ten (10) days'
written notice to the defaulting party following the cure period.
B. In the event City terminates under this section, the following shall apply:, Upon
the effective date of the termination, Vendor shall discontinue performance of the affected
Services and will schedule the removal of the affected Equipment. The City will be responsible
only for amounts due and owing for the terminated affected Services and affected Equipment up
through the date of termination.
14.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, ePYloees 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.
Be In accordance with Chapter 2270, Texas Govenjinent 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.
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 this 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 other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
lo When delivered personally to recipient's address as stated I*n this Agreement; or
2. Three (3) days after being deposited in the United States mail, with postage
prepai
d to the recipient's address as stated in this Agreement.
5
Notice to Vendor:
Paradigm Traffic Systems, Inc.
2201 E. Division Street
Arlington, Texas 76011
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
AND TO: 309 East Main Street
Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrirestrictthe transmission of routine
communications between representatives of City and Vendor.
17.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
nis 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
40
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.
18.0 EXCLUSIVE AGREEMENT
This document, and all appended documents., constitutes the entire Agreement between
Vendor aand City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto i*n writing.
19.0 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
Is
USC Section I M14) or any applicable state arbitration statute.
20.0 SEVERABILITY
The invalidity, illegality, or unenforceabi*11*ty 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 orprovision 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 i*f 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.
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21.0 MISCELLANEOUS PROVISIONS
A. 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 i*n a manner according to
generally accepted industry practices.
Be Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated time frame. Other timing requirements will be met in a commercially reasonable manner.
Where damage i*s caused to City due to Vendor's failure to perform i*n the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of
City's additional legal rights or remedies.
C. Binding 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.
D. Multiple Counterparts. This Agreement may be executed i*n 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.
Paradigm Traffic Systems, IAc.
By:
!�I—fz ofh�—
Printed N me: Mait He irks
Title: Estimator
Date Signed: 6117/ pep
City of Rounyt�Rock, Texas
By: IV
Printed Name:0-RA(� XkOR&-iAlSi
Title: JUA M(�.
Date Signed: '7/ q 120---
For City, Attest:
By: a%k � �
Sara L. White, City Clerk
For City, A ved as to F m:
By: - A
Stephan'LW Sheets, City Attorney
8
Exhibit "A"
City of Round Rock, Texas
Price Sheet
Paradigm. Traffic Systems, Inc.
BuyBoard -Contract 603=20
The City of Round Rock would like to enter into a contrail with Paradigm Traffic Systems, Inc. per the terms of Buy Board Contract 603-20. 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 execution and wi8 expire on 0313112023, per the terms of BuyBoard Contract No. 603-20.
Special- Instructions: Complete pricing below and submit copy of price list or catalog.
1_0
State Percent (%) of
- -- ------------------------- ------------------------------- ------------ ----------------- -
Item No.
Short Description
Full Description
Discount off State Name of Exceptions to
- ------------ OW ----------- ------------,11111
Cata Catalog/PnWellst Discount
------- OWN 11111111111-
Section NI: T►sIHc Signal Supplies and Ei*PMnt
Discount Off --- --- ---------- ------
Please state the, discount off catalog/pricelist for
PARADIGM
�
Catalog/Pricelist for
Traffic Signal Equipment. Catalog/Pricelist MUST -be included or
Q %
Traffic Signal Equipment
proposal will not be considered.
Discount (%) Off
'Please state the discount (%) off gtalog/pricelist for Tragic Signal
2
Catalog/Pricelist for
Supplies. Catalog/Pricelist MUST be included or proposal will not
N/A %
N/A
Traffic Signal Supplies
be considered.---------
Discount Off
Please state the discount (96) off cataloglpricelist for All Other
- ------ ------ ---
- -----------------
PELCO
3
Catalog/Pricelist for
Traffic Signal ProdCatalog/Pricelist MUST be included or
rJ %
All Other Traffic Signal
proposal will not be �nside0M
PARADIGM
Products
-MMMONucts.
_-NiN ------------------- ---- ------ WWWW -----------
-------- ---- -------------------- - - --
-- - - ----------
Discount (OA) Off
- ---------- - ---- ---------- -------
ired.
__
Please state the discount (%) off gtalog/pricelist for Traffic Signal
- -- --------------------- ------- - - ------
q
Catalog/Pdcelist for Traffic
Repair Pans., Catalog/Pricelist MUST be
N/A %
N/A
Signal Repair Parts
included or proposal will not be considered.
Discount (%) Off
Please state the discount -off catalog/pricelist for Tragic Signal
Catalog/Pricelist for
Equipment. and Products Maintenance/Warranty Agreements.
Traffic Signal Equipment and
Catalog/Pricelist MUST be included or proposal will not be
N/A o�
N/A
5
Products
considered.
Maintenance/Wa nty
Agreements
SeCtion IV: -- ---- -- ----
insbllatlon and Repair Service - ------- ------------
Not to Exceed
EWtailed
Information
Exceptions to
Item No. Short Description FullpnptNo-urly
on Hourly Labor
Hourly Labor Rate
Labor Rate
Rate
Not to Exceed Hourly Hourly Labor Rate for InstallatiorgRe'pair
Labor Rate for of Public.Safety Equipment and Products — State the Not to
NSA
6
Installation/Repair Exceed hourly labor rate for Installation/Repair Service of Public $ Hour
N/A
of Public Safety Equipment Safety -Equipment and Products.,
and Products
Exhibit "A"
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10fl
Complete Nos. i - 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos, 1, 29 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
i
Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2020=633362
Paradigm Traffic Systems, Inc.
Arlington, TX United States gate Filed:
2
Name of governmental entity or state agency that is a party to the contract for which the form is 06/17/2020
being filed.
City of Round Rock Date Acknowledged:
g
Provide the identification number used by the governmental entity or state agency to track or identity the contract, and provide a
description of the services, goods, or other property to be provided under the contract
BuyBoard Contract 603w20
Public Safety, Fire House Supply, Equipment and Traffic Signals
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling Intermediary
Priester, Jerry
Arlington, TX United States
X
5
Check only if there is NO Interested Party. D
6
UNSWORN DECLARATION
My name is QheIIX Anthony ,and my date of birth is
My address is 2201 E. Division Street Arlington TX 7601 USA .
(street) (city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in Tarrant County, State or Texas , on the 17ttbayof June , 20 20..
(month) (year)
Signature of a orized agent of contractin usiness entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethicsstate.bc.us Version V1.1,3a6aat1cl
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. 2020-633362
Paradigm Traffic Systems, Inc.
Arlington,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 06/17/2020
being filed.
City of Round Rock Date Acknowledged:
06/25/2020
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.
BuyBoard Contract 603-20
Public Safety, Fire House Supply, Equipment and Traffic Signals
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Priester,Jerry Arlington,TX United States X
5 Check only if there is NO Interested Party. ❑
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 V1.1.3a6aaf7d