R-2020-0276 - 10/8/2020RESOLUTION NO. R=2020=0276
WHEREAS, the City of Round Rock ("City") desires to purchase swimming pool chemicals,
supplies and equipment; 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
WHEREAS, the Buy Board Cooperative Purchasing Program ("Buy Board") i*s a cooperative
purchasing program administered by the Texas Assocationiof School Boards for the purpose of
procuring goods and services for its members; and
WHEREAS, the City is a member of Buy Board'o
; and
WHEREAS, Progressive Commercial Aquatics, Inc. is an approved vendor of Buy Board'D
; and
.I
WHEREAS, the City desires to purchase said goods and services from Progressive
Commercial Aquatics, 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 Swimming Pool Chemicals, Supplies and Equipment with Progressive
Commercial Aquatics, 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 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.
0112.20202; 00455949
RESOLVED this 8th day of October, 2020.
CRAIG M R A ayor
City of Round R ,Texas
ATTEST:
- Q&Lj ta4��
SARA L. WHITE, City Clerk
EXHIBIT
CITY OF ROUND ROCK AGREEMENT FOR
qmk W
PURCHASE OF SWIMMING POOL CHEMICALS,
SUPPLIES AND EQUIPMENT
WITH
PROGRESSIVE COMMERCIAL AQUATICS.6 INC*
0
KNOW ALL BY THESE PRESENTS.
RECITALS:
av jv d?
WHEREAS, City desires to purchase certain goods, s}�ecifically swimming pool
chemicals, supplies and equipment; and
W AS, City jos a e ber of the Buy Board Cooperative Purchasi"ng Program ("'Buy
goBoard"") and Vendoris an approved, Buy Board vendor through Buy Board Contract
#613-20; and
WHEREAS, City desires to purchase said goods from Vendor through Buy Board as set
forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in wrwtin their
respective rights, duties, and obligatians;
NOW, THEREFORE, ITNSSETH:
That for and in consideratian 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 follow:
404547Q llss2
1.ai DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
Cityagrees to buy specified goods and- Vendor i*s obligated to nrovi*de said goods.
I
at
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
It
Effective C* ate means the date upon which the binding signatures of both parties
to this Agreement are affixed.
E. Goods mean the specified supplies,,materials, commodities, or equipment.,
successors or assigns.,its Fo Vendor eans Progressive Co merc*ial Aquatics, Inc.,
2.01 EFFECTIVE DATE, TERM
A. This Agreement shall be effective on the date this Agreement has been sigmed by
in
each party hereto, and shall re ain full force and effect unless and until it expires by operation
ts is of the te indicated herein, or terminated or extended as provided herein.
B. This Agreement shall terminate May 31, 2023.
co City reserves the rightAgreement to review the relationship with any tmay elect to terminate this
with ar without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXI iT8
The goods which are the subject matter of this Agreement are described 'in Exhl'bit "A"
and, together with this Agreement, comprise the Contract Documents. Any�neonsistencies or
conflicts in the contract documents shall be resolved by giving preference to the terms and
conditions set forth in pages one (1) through nine (9} of this Agreement
10
4.01 ITEMS
A. The goods which are the sub}ect matter of this Agreement are described generally
in 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.
2
1
C. Vendor shall satisfactorily provide all deliverables described 1*n Exhibit "A"
within the contract termspecified. A change *In the Scope of Services or any termof this
Agreement, must be negotiated and agreed to in all relevant details, and must be embodied in a
valid Supplemental Agreement as described herein.
5A1 COSTS
A. City agrees to pay for supplies# during the termof this Agreement at the pricing set
4moCity
forth at "in Exhibit "A." Vendor specifically acknowledged and agrees that not obligated
to use or purchase any estimated annual quantity of goods. Only if, and when needed by City,
the costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor,
B. The City shall be authorized to pay the Vendor an amount not -to -exceed Four
Hundred Twenty Thousand and NoJ10 Dollars {420,OOO.0) for the term of this Agreement.
s.oi INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
Bo Purchase Order Number;
C. Description and quantity of items received,; and
D. Delivery or performance dates,
7.01 NON -AP RIATION AN'D FISCAL FUNDING
This Agreement 'is a commitment of Cj*ty3s current revenues only. It j*s understood and
agreed that CI*ty shall have the ri*ht to terminate th*ls Agreement at the end of any fiscal 9 year
if the gaverning body of City does not appropriate funds sufficient to purchase the goods as
deter i*ned by Ci'ty's budget for the fiscal year in questi"on., Ci'ftleffect such terminationhv
1687
th Q
giving Vendor a written notice of terming#ion at the end of its then current fiscal year.
8e01 PROMPT PAYMENT POLICY
3
by City in the event.*
A. There is a bona fide di*spute between CI"ty and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late* ar
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely cavment wi6th federal funds* or
A-
C. There is a bona fide dispute between Vendor and a subcontractor or between a
itssubcontractor and supplier about the goods delivered ar the service performed
that causes the payment to be late; ar
strict0on
D. Invoi*ces are not ai*led to Ci` in accordance with instructions,i*f any,ty 0
the purchase order ar the. Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
10
City may, by written notice to Vendor, cancel this Agreement wi*thout 11'ab*111*ty to Vendor
if it 'is dete I*ned by City that gratuities or bribes 'in the foof entertainment, gifts, ar
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.
10.01 TAXES
City is exempt -from Federal Excise and State Sales Tax, therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VAN S
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or
12.01 CI'S REPRESENTATIVE
City herebydesignates the followi*ng representati*ve authorized to act in its behalf wl'th
regard to this Agreement:
Rick Atkins
Parks and Recreation Directar
3Q1 West Bagdad Avenue, Suite 250
Round Rock, Texas 78664
{512) 341-3344
ratkins,�rounc3rocktexas.aov
4
13.41 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requi"re ents as set forth at,
IVhi *//w-wYNv.roundrocklexaa.og___vl�wp-cQntentluploadsl2014tt2!corr insurance 07.20112.vd-t7.
14A1 RIGHT TO ASSURANCE
Whenever either party io this Agreement, in good faith, has reason to question the other
party's intent to performhereunder, then demandmay temade to the other party for written
0
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
IF
treat such failure as an anticipatory repudiation of this Agreement.
i5A1 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the ditference 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 rf it does any of the following,
As Fails to fully, timely and faithfully perfarm any of it's material obligations
under this Agreement,*
Aft&
AOM
Bo 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*
&
16A1 TERNIINATI4N AND SUSPENSION
A. City has the right to termFnate 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 {l0) days' written notice to Vendor.
inC* Vendor has the right to ter i*nate this Agreement only for cause, that being the
event of amaterial and substantial breach by City, or bymutual agreement to term►nate
evidenced in wri*ti*ng by and between the partt*es,
D. In the event City terminates under subsections (A) or
fofiowing shall apply: Upon City's delivery of the referenced notice
5
(B) of this section, the
to Vendor, Vendor shall
l 7.01 INDEMNIFICATION
1.01 COMPLIANCE WITH LAWS, CHAR
AND
ORDINANCES
Am&
A. Vendor, 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 Rockas a ended, and with all a pli*cable rules and regu,,,.-.1ati*ons pro ulgated bYlocal,state and
national boards, bureaus and agencies,
19.1 ASSIGNMENT AND ELEGATI�DN
-0
The parties each hereby bind themselves, their successors, assigns and legal
representat►ves 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,
20A1 NOTICES
10 in All natives and other communicationss connection with this Agreement shall be in
writing and shall be considered given as follows..
E-0
i. 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
to the recipient'saddress as stated in thi*s Agree ent.
prepaid
Notice to Vendor,*
Progressive Commercial Aquatics,, Inc.
2510 Farrell Road
1%J?
Houston, ip IrA 77Q73
64 11 4
Notice to City:
City Manager Stephan L. Sheets, City Attorney
22! East a1n Street AND TO. 309 East Main Street
Round Rock, T 78664 Round Rock, TX 7664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.41 PLICALE LAW; ENF CEMENT AN
G Is inThis Agreement shall be enforceable Round stock, Texas, and if legal action is
0A&
necessary by either party with respect to the enforcement of any or all of the terms or canditions
in herein, exclusive venue for same shall lie Williamson County, Texas. This Agreement shall be
a
governed by and construed in accordance with the laws and court decisions of the State of Texas..
22.1 EXCLUSIVE AG E ENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by agreementmutual
afthe parties hereto in writing, duly authorized by action of the City Manager or City Councii.
23.Q1 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
includingproceeding, without limitation, any proceeding under the Federal Arbi#ration Act (9
USC Section t-14) or any applicable state arbitration statute.
24.01 EVE ILITY
The invalidity,06 or of any provision of th►s Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
lb
way affect the validity or enforceability of any other portion ar provision of this Agreement. Any
7
void provision shall be deemed severed fromthis 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.
25.01MISCELLANEOUS
PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to performall of the services, responsibilities and duties specified herein and
all A'S * 0
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
Of it
i is prevented fromperformi*ng any of i*ts obli"gab'ons hereunder by reasons for wht*ch 'it i's not
as defi*ned herei*n. However, nofi*ce of such i* pedi*ment or delay in per-flo ance must
responsl*ble
be timely given and all reasonable efforts undertaken to mitigate its effects,
Multiple Counterparts. Thl*s Agree nt ay be executed i*n mulb"ple counterparts, any
It
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 fallowing page.]
I
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By:
Printed Name:
Title:
Date Signed: --------------------------------- - - - - - -
Attest:
Bye - ------- - ----- Sara L. White, City Clerk
For City, Approved as to Form:
M.
Stephan L. Sheets, City Attorney
Progressive Com
By:
amp
Pri jri'iK*e
Title:
Date Signed:
AtICS, Inc.
Exhibit "A"
A AFFF11M.CCAMA000 AM 1% w 0 - - - - - - - ___ 00000000w%
6v. of Nxtrw awtv ICKOA
PAae She"
ComawtvLA
"flowd CAM"acl
Ttft- Cs-.vy of Rwww gock VWVAA Q* to rmvr kKOas *-WwaV ovith FMget Cowww^--..4 Aq"*q& 14W. OCT xbc Iram tip &M sawd cur&rbu 0340. Tfw Oty irtmh I* pwmh&w smm dvis uwvvecl Swi"-ng pcol c
is Amsai na � -Am f. gvd ameSW4 of $144,mw
TaM: 11hMW ftM dr-a at mMiCan aid vl�gv to'
wM
5pww cm?'Plett P"MV btu" midubtrA cam of om's Wt ty fma*q,
------- - ------------- --
------------ M
Sq40=vt Producab Abd 3wpprhn
---------
--------------------------- --- ------------ ------------- ---- --------
Atsfy flod VIP) tr MKVNM Olftkcl�
a Ira VSW?QM%L 96 Db=XA*i
--------------- ----------------------
-A-M-N-M-a-m-M A-M A III Am P-M --------------------------------------
Ms off
-- -- -------------------------------------------- ----------------
------------ "I
lot"
PCA Arw-T-4aw ?CAAol 049tv Moe
"twimn'U" ftai
MA (Awnk $a Pro* 4A
----- --------------------
CAU4061" koia Sw*,,vm Ing P041
KA 4swl ab IvIrder
CAWOCIPt ic f!b t hft I
.011,.
L hmiw * f *wd < ahk4pw, K.WU mks I I
KA k W .44 fft�w
Esfig pow awwical
iv �kKw a
— -------
------ -------
Mg
Pusut it a Q sew dew CAW* I To. I a
too a - km,-C ff it
Mkw'vt Wes So Vw. oc 4 Nal
M*Q:PwQ4r,%A F avommmt fpOMPL kimm, Arse
Som ftatov
�WlvmffWm Not
Must be Jol"edfn mirp"
AQAW-W UV $rs;Wm Olt ke W
_00001MMOMPARA ------
,
O%lil vm* * %ft. vc. � 4 $*,W 1 *4 *0
-
---------------- A. ---------------- ----------------------------------------
it) Oft
"Utowso"W &W 5w"Mi"tofti
cxv*&Mrk tot low
Woo I " tw$ ft C49V?�s k-rkt Mo Is 1
*1 Pau
f(wkmm6v f I w.;* wm*(
bwvKkxA"ens
she 41 t ad%xu
M" " "W W ftw"J" ed ------ -------
------- ------
--
r~ it alle ft "Cow
------ - -- -------------- ----- ---- --
------ -
=W*Vwk-rka fw. Flow
muft*tk 0 4 (V*tuAo ft., av a
An
tin
----------
doll-----------------------------------
-----------------------------
-----------
Viol uns
CAK*hWor"w fw
VvWkIwme 1%mcs Aalld Mint" AcumAsw-
smom-nng pow
icA4*sjrv*-*%A
VO.vdftvzw* t4hes OW
ew tsoks$m v IV *vAna voo MIN. kw
-------------
-------------- --------
--------------- --------------
tot
40Kt Im 15 WkAplkks Pow
m2ft
M,40 W44K• mil ow WArnm
C-8~sxr" 041,61 be
pad 1*9 h
hdOwn FifiCe Un
- ------------------ - -----------
-- ---------
wAsO4 or
Mat sx-mv 1w dblcowumm 1%,) 0
I xjwvk*T4 faq sqvimfnisd ft-*t
5% *9
1 PCA ftm," Pokie-a
C-WAkwo 4sw
rAk
'Iftiastakv Pow Uw*sn
MW k* PAI44VO 0
KA Oft #wk., Su&* Cuto
uft oft ak cwt t%) Mn
--------------------------------------------------------------------
1%) W
fAWbMSMf kIl
i*imminzx frw k0cm4s
MUM WOWPIS of
ccwt a Pan$
PA*AAAAAAAAOAA~ -------
0" bit oftwavd.
- ----- -------------------------- -
ft.*w O*colum- *i_ *0 - ---------------
Will
an
f-4u§AWVsU*h4% tsm s"w-mmifte POVA
CA*ft?ft6e44M fee
f tatts-tsm and suos*m Cju**sPf*ew MUST
aft
5%4",
to wwmt kw movout
abd
U4 t4t bor m ge. k$u mi
ONWAll
Wl ilmo Poo t mm" 8
Law" fw�o vwft, *" oio"4 ftoa is.
.1,1% tot
—
— ------- -- ------------------------------- ---------- ---
pwl INP okoom 11Cf, at
-- - --------
S-w it MUST W
fs mosa V"s rm be
- - ----------
— - - ----------------------------------
-------------------------------------------------------------- --------------
44 all � .01400. 1 Iceft WA, x t* k*
s *91-- awn ftot sku i
----------------------------- --------
opmg W:4-
jf6ftMf$KO4
r;kaft: AM
--- - ------- --- OAP
Vli�cftm M Off
I w W-4.
*14 �yo *aft
'K * 4 Aw r c kT4.)l toe M
9-04vd w4m PON PI'm
KA'Woe Pto
N%e*
OAM be
WSA 04ta0kms
------ ---------
_WbAw of ow wig be Or. $idwvd,
---- - b2coo'4001boacco -------------
"LAW UtOos kwi 4WWVftepW os
----------------------------------
-------
tis
s PAW*Vsb.,% Poet
1AIAW ug for
wworlstamrsts (Wa+�ft, supp6m,
c twt w I noo "kv Ov Low.? tole
AMR -ow
WWI( Ago fm
5 4"" fte,
iAbw Rx* lot
CAA%p W.4 C-m* Uattr the m4k 0.0
t.$Te f1j'.-O WR *Aa&
- 6,d
---------- f_4kuwxvs%? &04 Pfolowit,
-------------------------------------------------------- - ----------
m A A m m A I A F
lufalghg.ft - o4r, r" aty do to arl AMW Pn ftem *Vwgh" MW %hawk &W do maccoaft &1+ -top 0— d calftw
OSU-M
-------------------------------------------- -
AP
gopla
Alp -
AN
All J"
Al
o%WW*VW*VVVW`l o 0% ------
TfT.
-I --------------
Ok.,Cow fWA"MA
... -------------------
CAM& Wmalm.
------------------------------- AMR
------ - ------ ---------
-------------------
weft -i
'34 z --&AAA&
&P-A AOM