CM-2020-275 - 10/9/2020CITY OF ROUND ROCK AGREEMENT FOR
FOR FIRE ALARM TEST & INSPECTION SERVICES
WITH
CONVERGINT TECHNOLOGIES, LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS AGREEMENT for the purchase of fire alarm test and ins ctipn services
(referred to =6e,
s the "Agreement'), is made and entered into on this the 1A`day of the
month of , 2020 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 CONVERGINT TECHNOLOGIES, LLC, whose
offices are located at 10535 Boyer Boulevard, Suite 300, Austin, Texas 78758 (referred to herein
as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain deliverables, specifically, fire alarm test and
inspection services; and
WHEREAS, this Agreement shall not cover any fire alarm monitoring services; and
WHEREAS, the City is a member of the Sourcewell Cooperative; and
WHEREAS, City desires to purchases said services from Vendor through Sourcewell
Contract #031517-CTL; 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 sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
004553551ss2
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City desires to purchase specified services and Vendor is obligated to sell same said services.
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. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
F. Vendor means Convergint Technologies, LLC, its successors or assigns.
2.01 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
B. This Agreement shall terminate June 30, 2021.
C. City reserves the right to review the relationship with Vendor 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
The services which are the subject matter of this Agreement are described in Exhibit "A,"
attached hereto and incorporated herein by reference together with this agreement, comprise the
Contract Documents or Agreement.
4.01 ITEMS
A. The services which are the subject matter of this Agreement are described generally
in the attached Exhibit "A."
B. 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 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.
5.01 COSTS
A. City agrees to pay for services during the term of this Agreement at the pricing set
forth in Exhibit "A" for the locations set forth therein.
B. In consideration for the deliverables and services related to the deliverables, the
City agrees to pay Vendor an amount not to exceed Thirty -Five Thousand and No/100 Dollars
($35,000.00) for the term of this Agreement.
6.01 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 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
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor 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., 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
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.
9.01 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.
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 VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to obtain
the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Corey Amidon, Facility Manager
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3144
camidon@roundrocktexas.gov
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements set forth at:
hiip://www.roundrocktexas.jzov/mM-content/uploads/2014/12/corr insurance 07.20112.pdf.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
parry'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 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 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.
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 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
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.
17.01 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. Vendor shall not be required
to indemnify or defend any parry to the extent the matter to be indemnified or defended against is
caused by the negligence or willful misconduct of one or more of the indemnified parties.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
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 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 contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of Vendor
verifies that Vendor 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 terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the 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 Vendor:
Convergint Technologies, LLC
10535 Boyer Boulevard
Suite 300
Austin, Texas 78758
With Copy to:
Convergint Technologies, LLC
Attn: Legal Department
One Commerce Drive
Schaumburg, Illinois 60173
Notice to City:
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 Vendor.
21.01 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.
22.01 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.
7
23.01 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.
24.01 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.
25.01 MISCELLANEOUS PROVISIONS
Non -Direct Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER PARTY HERETO (OR TO ANY INDEMNITEE) FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING COMMERCIAL LOSS,
LOSS OF USE, OR LOST PROFITS (WHETHER AS DIRECT OR CONSEQUENTIAL
DAMAGES), EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF
SUCH DAMAGES.
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.
8
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.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City. ofAound Rock,, Texas
PrintedName: LA
Title:
Date Signed:
Attest:
By:
Sara L. White, City Clerk
For City, A p oved as to F rm:
By:
Stephan L. heets, City Attorney
Convergint Technologies, Inc.
By,
Printed Name: popS50--t
Title: FvW-°c--m`le
Date Signed: cD-t I i2
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Exhibit "A"
Convergint Technologies LLC
onvergmt, 10535 Boyer Blvd. Suite 300
Austin, Texas 78758
TECHNOLOGIES Phone (512) 351-4042
1-11 Fax (512) 532-6624
Making a Daily Difference www.convergint.com
Date: August 27, 2020 Quotation #: AT04293693P
To: City of Round Rock Project: City of RR FA Inspections 2020
Attn: Amanda Crowell Licenses: ACR-1750734
B10716-C
From: Annette Thompson Sourcewell 031517-CTL
Government Senior Account Executive Contract:
annette.thompson@convergint.com
We are pleased to provide this proposal for your consideration. This quotation is firm for One hundred and Twenty (120) days.
Convergint Technologies terms are net-30 based on monthly progress billings unless specified otherwise.
Convergint Technologies is pleased to present this proposal to provide annual Fire Alarm System Test & Inspection services
for the City of Round Rock Buildings:
Site Name:
Building Services
Address:
212 Commerce Blvd
City:
Round Rock State: I Texas I Zi 78664
Contact:
Amanda Crowell
Phone #:
(512) 218-5458
UNITED STATES * CANADA • ASIA PACIFIC • EUROPE
Exhibit "A"
Test & Inspection Services
Testing of all devices and control functions will be performed in accordance with NFPA72-2013 (when applicable), and
manufacturer's recommendations. All testing will be performed during normal work hours (Monday Friday, 8AM to
5PM). Notification appliance audibility testing will be coordinated with building personnel to mitigate occupant disruption.
Inspection service will be provided while on -site during system testing. Inspection of the installed system is intended to
identify changes or modifications to the facility or operating environment that could adversely affect equipment
performance.
The scheduled frequency of visits during the annual agreement period will be:
® The system will be tested in a scheduled annual visit - 100% of devices
❑ The system will be tested in scheduled semi-annual visits - 50% of devices each visit
❑ The system will be tested in scheduled quarterly visits — 25% of the devices each visit
Preventive Maintenance
Preventive maintenance will be performed and scheduled by Convergint to coincide with normal Test and Inspection visits.
Preventive maintenance will also be performed in accordance with manufacturer's recommendations and shall depend on
the type of equipment installed and local ambient operating conditions.
Battery Testing
NFPA72-2013 includes guidelines for testing batteries, as well as a requirement that sealed lead -acid batteries be replaced
at specified intervals from date of manufacture or in accordance with manufacturer requirements. Over a period of time,
the batteries lose their ability to provide standby power required by the system in the event of primary power failure. The
only way to be assured the batteries will work is through proper load testing. This testing will be performed annually during
a scheduled Test and Inspection visit. Replacement of batteries is not included in this proposal.
Web Based Reporting
Convergint's web -based reporting starts with the application of barcodes to initiating devices, control equipment, batteries
and other system devices. As the devices are tested, they are scanned and critical information for each device is documented.
In addition, scanning the barcode automatically records the date and time of inspection.
Within 24 hours following the inspection, an on-line database and report of the system test is available for viewing,
downloading, printing or emailing. This information can be retrieved from anywhere via a standard internet browser. Color
coded status flags provide an immediate summary of the building test status; normal, discrepancies found or devices failed.
Proposed solutions to resolve discrepancies or failed devices are included.
Convergint's web -based reporting system offers the only verified and authenticated test and inspection in the fire protection
industry. This gives building owners and managers the confidence and knowledge that their fire alarm systems are being
tested and inspected according to code or specific regulatory requirements and in a timely manner.
City of RR FA Inspections 2020 Page 2 of 5 AT04293693P
Exhibit "A"
Multi -Year Program Commitment
Convergint is committed to establishing long-term agreements at mutually agreed pricing and escalation levels. When a
customer agrees to purchase a multi -year support program from Convergint (3 years and above), the second year will
automatically be secured at first year prices with no escalation.
Price Advantage
Predictable costs for system repairs and emergency service by means of lower labor rates and material costs in accordance
with Convergint's published CSP rates and associated discounts at the time of service. Service rates shown as part of the
Pricing Breakdown below.
Priority Response Time
As a Convergint CSP customer, you will be given priority for emergency service calls: 8 hours on -site. Non -emergency
calls, as mutually agreed between the customer and Convergint, will be serviced on the next business day.
Qualified Resources
A professional team of NICET certified and/or factory trained and qualified personnel deliver services performed by
Convergint.
Service Documentation
Every system test and service call will be documented utilizing an inspection report and/or work order completed by our
Service Specialist.
Telephone Support and Consultation
Telephone diagnostic support is available for all CSP Fire Alarm customers. Our on -call technicians will provide diagnostic
/ troubleshooting support to help reduce your costs by trying to resolve issues prior to our arrival.
1. Convergint shall be provided unobstructed access to all devices in the building during the system test and inspection.
2. Convergint reserves the right to propose an annual adjustment to the CSP program cost if additional devices or
appliances are added to the system during the term of the agreement.
3. Testing of the system does not include troubleshooting of pre-existing system conditions (ground faults, etc.).
4. The customer agrees to provide any necessary equipment to reach inaccessible or limited access equipment.
5. Printouts of the existing system databases shall be made available to Convergint for validation of point count and device
type.
6. If available, a copy of the system drawings shall be provided to Convergint prior to beginning the testing program.
7. Waterflow and sprinkler supervisory testing are dynamic tests assuming inspector's test points are available and drains
are installed. Otherwise, simulated tests shall be performed at the monitoring device.
City of RR FA Inspections 2020 Page 3 of 5 AT04293693P
WIMISHMN
Name
Price
$
2,667.00
s Center
$
1,334.00
$
1,334.00
F#7
$
1,334.00
$
667.00
$
334.00
$
667.00
$
667.00
Interrnodai Parking
$
334.00
Library,
$
1,334.00
McConic'o
$
1,334.00
PD
$
5,334.00
Rabb House
$
1,334.100
Sports Center
$
2,000.00
V TP Chlorinating
$
667.00
City of RR FA Inspections 2020 Page 4 of 5 AT04293693P
Exhibit "A"
CSP Start Date
TBD- Sept 2020
Program Duration
E 1 Year E 2 Year E 3 Year E 4 Year E 5 Year
StandardYear
I Year 2 Year 3 Year 4 Year S
CSP Program Cost
$35,000 $35,000 $35,000 $35,000 $35,000
Payment Schedule
The CSP will be invoices annually in the first month of the agreement period unless mutually
agreed otherwise. $21,342 yr 1 and 2 is the obligated annual value.
Current Labor Rates
Normal Hours
After Hours
Sunday & Holidays
8:O0am to 5:00 m(Monday
— Saturday)
Standard Rates
S145-00
Q'�00
$250 00
CSP Customer
$112.00
$166.00
$222.00
➢
Sourcewell Pricing
➢
Current Sourcewell Contract expiration Date 6/30/2021 we will renew,
➢
No mileage or travel time charge if within a 50-mile radius of Austin.
➢
Outside 50-mile radius, Customer will be billed for travel time.
➢
Emergency Service and T&M work will be subject to a four-hour minimum.
➢
Same day emergency request is subject to the after-hours rates.
➢
Service rates are subject to change without notice and applicable at the time of service.
City of RR FA Inspections 2020 Page 5 of 5 AT04293693P
City of Round Rock
ROUND ROCK
rEXA5 Agenda Item Summary
Agenda Number:
Title: Consider a resolution authorizing the Mayor to execute an Agreement with
Convergint Technologies, LLC for fire alarm test and inspection services.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/9/2020
Dept Director: Chad McDowell, General Services Director
Cost: $35,000.00
Indexes: General Fund
Attachments: Agreement, Convergint Technologies - Agreement for Fire Alarm Test and
Inspection Services (10 07 20) (00456831xA08F8)
Department: General Services Department
Text of Legislative File CM-2020-275
The City has previously contracted with Convergint for Fire alarm testing and inspections. With
the approval of this contract we will be able to conduct our annual inspections. The plan is to go
out to bid next year and lock in a five year contract.
The City desires to purchase fire alarm test and inspection services through Sourcewell
Contract #031517-CTL.
Cost: $35,000.00
Source of Funds: General Fund
City of Round Rock Page 1 of 1